Common use of Requirement to Deliver Documentation and Other Evidence Clause in Contracts

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than a written request in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar Company may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or his attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require for the Company to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, thenthat, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than than, in the case of the following clause (w), a written request in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 (w) on or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3x) notwithstanding anything in connection with any transfer of a beneficial interest in a Global Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the contrary Company or one of its Subsidiaries; or (z) in this Section 2.10(D), before the Public Company Date, the Company will not be required connection with any transfer of such Note pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from effective registration statement under the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144Securities Act.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or his attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the or Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, thenthat, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than than, in the case of the following clause (w), a written request in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 (w) on or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3x) notwithstanding anything in connection with any transfer of a beneficial interest in a Global Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the contrary Company or one of its Subsidiaries; or (z) in this Section 2.10(D), before the Public Company Date, the Company will not be required connection with any transfer of such Note pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from effective registration statement under the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144Securities Act.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, ; then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and or the Registrar may reasonably require for the Company to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, ; then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the or Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, thenthat, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than than, in the case of the following clause (w), a written request in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 (w) on or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3x) notwithstanding anything in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the contrary Company or one of its Subsidiaries; or (z) in this Section 2.10(D), before the Public Company Date, the Company will not be required connection with any transfer of such Note pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from effective registration statement under the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144Securities Act.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if . All Notes presented or surrendered for registration of transfer or exchange will be duly endorsed, or accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. In addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Company (or and the Underlying Issuer) is a Rule 144(i) Issuer, then, without limiting Section 2.10(E), no Trustee relating to the manner of such certificates, documentation or evidence (other than a written request transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than than, in the case of the following clause (w), a written request in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 (w) on or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3x) notwithstanding anything in connection with any transfer of a beneficial interest in a Global Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the contrary Company or one of its Subsidiaries; or (z) in this Section 2.10(D)connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or surrendered for registration of transfer or exchange will be duly endorsed, before or accompanied by a written instrument or instruments of transfer in accordance with the Public Company DateTrustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such ▇▇▇▇▇▇’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. In addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Company will not be required pursuant and the Trustee relating to this Section 2.10(D) to cause any Note to be identified by an the manner of such transfer substantially in the form of the “unrestrictedTransferor Acknowledgement” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.set forth in Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require in order for the Company to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that no such certificates, documentation or need be so delivered (1x) if neither in connection with any transfer of a beneficial interest in a Global Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company nor or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Underlying Securities Act; provided further, however, that, if the Company determines that it is not a Former SPAC Issuer is a Rule 144(i(which, for the avoidance of doubt, the Company does not believe itself to be as at the date of this Indenture) Issuerat the time of such request, then no such certificates, documentation or evidence need be so delivered on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) provided further, however, that, without limiting the immediately succeeding sentence, if the Company has determined that it is an issuer described in Rule 144(i)(1)(i) (or a “Former SPAC Issuer”) (which, for the Underlying Issueravoidance of doubt, the Company does not believe itself to be as at the date of this Indenture) is a Rule 144(i) Issuer, then, without limiting Section 2.10(E)at the time of such request, no such certificates, documentation or evidence (other than than, in the case of the following clause (w), a written request in the form contemplated by Section 2.10(Ethe immediately succeeding sentence)) need be so delivered with respect to any transfer pursuant to Rule 144 (w) on or and after the date that is the later of (A) the Public Company Date September 29, 2022 and (B) the date that is six (6six) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; (x) in connection with any transfer of a beneficial interest in a Global Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. If a Holder of any Note or Common Shares issued upon conversion of any Note, or an owner of a beneficial interest in any Global Note or in a global certificate representing any Common Shares issued upon conversion of any Note, that, in any case, includes a Restricted Note Legend or Restricted Shares Legend, as the case may be, transfers such Note (or beneficial interest in any Global Note) or Common Shares (or beneficial interest in a global certificate representing any Common Shares) in compliance with Rule 144 and delivers to the Company (at a time the Company has determined that it is a Former SPAC Issuer (which, for the avoidance of doubt, the Company does not believe itself to be as at the date of this Indenture)) a written request, certifying that it is not, and has not been at any time during the preceding three (3) notwithstanding anything to months, an Affiliate of the contrary in this Section 2.10(DCompany), before the Public Company Dateto reissue such Note (or beneficial interest) or Common Share (or beneficial interest) without a Restricted Note Legend or Restricted Shares Legend, as applicable, then the Company will not be required pursuant cause the same to this Section 2.10(Doccur (and, if applicable, cause such Note (or beneficial interest) or Common Share (or beneficial interest) to cause any Note to thereafter be identified represented by an “unrestricted” CUSIP or ISIN number in the facilities of the related depositary), and will use its commercially reasonable efforts to cause such occurrence within three (3) Trading Days of such request. Any such reissuance shall be in accordance with the applicable procedures of the Depositary in the case of Global Notes or to remove a Restricted Note Legend from the Certificate global certificates representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144Common Shares.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security (other than an Affiliate Note) requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require for the Company to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if . For the avoidance of doubt, documentation and other evidence may be required by the Company, the Guarantors, the Trustee and the Registrar in connection with any transaction, exchange or transfer involving any Affiliate Notes or any request by a Holder or beneficial owner that is not an Affiliate of the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than a written request that has acquired an Affiliate Note as provided in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144‎Section 2.16.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; oror FullDPWPathandDateText US-DOCS\113092644.12 (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A or Regulation S; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: : (i) cause such Note to be identified by an “unrestricted” CUSIP number; ; (ii) remove such Restricted Note Legend; or or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar Company may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or his attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)of the “Transferor Acknowledgement” set forth in Exhibit A. (E) need be so delivered with respect Transfers of Notes Subject to any transfer pursuant to Rule 144 on Repurchase or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding Conversion. Notwithstanding anything to the contrary in this Section 2.10(D), before Indenture or the Public Company DateNotes, the Company Company, the Trustee and the Registrar will not be required pursuant to this Section 2.10(D) to cause register the transfer of or exchange any Note that (i) has been surrendered for conversion, except to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing extent that any Note if portion of such Note constitutes a “restricted security” within the meaning of Rule 144.is not subject to conversion; or (ii)

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security Note requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, ; then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and or the Registrar may reasonably require for the Company to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Note, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, Company or the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of a beneficial interest in such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or his attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note Exchangeable Preferred Stock that is identified by a “restricted” CUSIP number Transfer-Restricted Security, or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security Stock Legend, requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii1) remove such Restricted Note Stock Legend; or (iii2) register the transfer of such Note Exchangeable Preferred Stock to the name of another Person, then the Company, the Guarantors, the Trustee Transfer Agent and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee Transfer Agent and the Registrar such certificates certificates, legal opinions or other documentation or evidence as the Company, the Guarantors, the Trustee Transfer Agent and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1x) if neither such request is made in connection with transfer of such Exchangeable Preferred Stock pursuant to a registration statement that is effective under the Company nor the Underlying Issuer is a Rule 144(i) IssuerSecurities Act, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date with respect will consist solely of a certificate in customary form providing that such Holder will effect such transfer pursuant to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without Resale Registration Statement and will comply with any prospectus-delivery requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act, and no legal opinion will be required in connection therewith; and (2y) if the Company (or the Underlying Issuer) such request is a made in connection with transfer of such Exchangeable Preferred Stock pursuant to Rule 144(i) Issuer144, then, without limiting Section 2.10(E), no then such certificates, or documentation or evidence (other than will consist solely of a written request certificate in customary form as to the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on affiliate or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date non-affiliate status of such Note if Holder and, to the extent applicable, the requirements of Rule 144(cset forth in clauses (d), (e), (f), (g) and (ih) are then satisfied with respect to the Company; and of Rule 144 (3) notwithstanding anything to the contrary in this Section 2.10(Dor any successor provisions thereto), before the Public Company Date, the Company and no legal opinion will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144in connection therewith.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates certificates, opinions or other documentation or evidence as the Company, the Guarantors, the Trustee and the or Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date (x) in connection with respect to any transfer of such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 144A; (y) in connection with any transfer of such Note to the Company or otherwise without one of its Subsidiaries; or (z) in connection with any requirements as transfer of such Note pursuant to volume, manner of sale, availability of current public information or notice an effective registration statement under the Securities Act; (2) if the Company (. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) i. cause such Note to be identified by an “unrestricted” CUSIP number; (ii) . remove such Restricted Note Legend; or (iii) . register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar Company may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or his attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A.

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the or Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered (w) on or and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2x) if in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or the Underlying Issuer) is a Rule 144(i) Issuersurrendered for registration of transfer or exchange will be duly endorsed, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or and after of the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3) notwithstanding anything to the contrary “Transferor Acknowledgement” set forth in this Section 2.10(D), before the Public Company Date, the Company will not be required pursuant to this Section 2.10(D) to cause any Note to be identified by an “unrestricted” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.Exhibit A. #92925316v9

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that is represented by a Certificate that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to: (i) cause such Note to be identified by an “unrestricted” CUSIP number; (ii) remove such Restricted Note Legend; or (iii) register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that (1) if neither the Company nor the Underlying Issuer is a Rule 144(i) Issuer, then no such certificates, documentation or evidence need be so delivered on or after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act; (2) if the Company (or the Underlying Issuer) is a Rule 144(i) Issuer, then, without limiting Section 2.10(E), no such certificates, documentation or evidence (other than than, in the case of the following clause (w), a written request in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 (w) on or and after the later of (A) the Public Company Date and (B) the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) and (i) are then satisfied with respect to the Company; and (3x) notwithstanding anything in connection with any transfer of a beneficial interest in a Global Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the contrary Company or one of its Subsidiaries; or (z) in this Section 2.10(D)connection with any transfer of such Note pursuant to an effective registration statement under the Securities Act. All Notes presented or surrendered for registration of transfer or exchange will be duly endorsed, before or accompanied by a written instrument or instruments of transfer in accordance with the Public Company DateTrustee’s customary procedures, and such Notes will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to the Depositary Procedures in the case of any Global Note. In addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Company will not be required pursuant and the Trustee relating to this Section 2.10(D) to cause any Note to be identified by an the manner of such transfer substantially in the form of the “unrestrictedTransferor Acknowledgement” CUSIP number or to remove a Restricted Note Legend from the Certificate representing any Note if such Note constitutes a “restricted security” within the meaning of Rule 144.set forth in Exhibit A.