Common use of Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes Clause in Contracts

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (i) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; (ii) if such Restricted Definitive Note is being transferred to a QIB a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iii) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Hereto, including the certifications in item (2) thereof; (iv) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or (v) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (i) above, the appropriate Restricted Global Note and, in the case of clause (ii) above, the QIB Global Note, and, in the case of clause (iii) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (i) A. if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate duly completed Certificate of Exchange from such Holder in the form of Exhibit C heretoHolder, including the certifications in item clause (1)(b2)(b) thereof; (ii) B. if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (1) thereof; (iii) C. if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Heretoduly completed Certificate of Transfer, including the certifications in item clause (2) thereof; (iv) D. if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(a4)(a) thereof; or; (v) E. if such Restricted Definitive Note is being transferred to the Company Issuers or any of its the Restricted Subsidiaries, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(b4)(b) thereof; or F. if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c) thereof, and the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate applicable Restricted Global Note andNote, in the case of clause (iiB) above, the QIB applicable 144A Global Note, and, and in the case of clause (iiiC) above, the applicable Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note of the same series or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global NoteNote of the same series, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global NoteNote of the same series, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b2)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate to the effect set forth in Exhibit B Heretohereto, including the certifications in item (2) thereof; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or; (vE) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or (G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate Restricted Global Note andNote, in the case of clause (iiB) above, the QIB Rule 144A Global Note, and, in the case of clause (iiiC) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (i) : if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b2)(b) thereof; (ii) ; if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iii) ; if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Heretohereto, including the certifications in item (2) thereof; (iv) ; if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or (v) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate Restricted Global Note andNote, in the case of clause (iiB) above, the QIB 144A Global Note, and, and in the case of clause (iiiC) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b2)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate to the effect set forth in Exhibit B Heretohereto, including the certifications in item (2) thereof;; or (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or (v) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate Restricted Global Note andNote, in the case of clause (iiB) above, the QIB 144A Global Note, and, in the case of clause (iiiC) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (i1) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b2)(b) thereof; (ii2) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iii3) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Heretohereto, including the certifications in item (2) thereof; (iv4) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or; (v5) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or (6) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee will shall cancel the Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of, in of the case of clause (i) above, the appropriate applicable Restricted Global Note and, in the case of clause (ii) above, the QIB Global Note, and, in the case of clause (iii) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note of a series proposes to exchange such Note for a beneficial interest in a Restricted Global Note of such series or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b2)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate to the effect set forth in Exhibit B Heretohereto, including the certifications in item (2) thereof; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or (vE) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; , the Trustee will shall cancel the Restricted Definitive Note, Note and increase or cause to be increased the aggregate principal amount of, in of the case of clause (i) above, the appropriate Restricted Global Note and, in the case of clause (ii) above, the QIB Global Note, and, in the case of clause (iii) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g)such series.

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iii) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Hereto, including the certifications in item (2) thereof; (ivC) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a2)(a) thereof; or (vD) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b2)(b) thereof; the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate Restricted Global Note and, in the case of clause (iiB) above, the QIB Global Note, and, in the case of clause (iii) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate duly completed Certificate of Exchange from such Holder in the form of Exhibit C heretoHolder, including the certifications in item clause (1)(b2)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (1) thereof; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Heretoduly completed Certificate of Transfer, including the certifications in item clause (2) thereof; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(a4)(a) thereof; or; (vE) if such Restricted Definitive Note is being transferred to the Company Issuers or any of its the Restricted Subsidiaries, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(b4)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c) thereof, and the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate applicable Restricted Global Note andNote, in the case of clause (iiB) above, the QIB applicable 144A Global Note, and, and in the case of clause (iiiC) above, the applicable Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: : (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate duly completed Certificate of Exchange from such Holder in the form of Exhibit C heretoHolder, including the certifications in item clause (1)(b2)(b) thereof; ; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (1) thereof; ; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Heretoduly completed Certificate of Transfer, including the certifications in item clause (2) thereof; ; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(a4)(a) thereof; or (vE) if such Restricted Definitive Note is being transferred to the Company Issuer or any of its the Restricted Subsidiaries, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(b4)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c) thereof, and the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate applicable Restricted Global Note andNote, in the case of clause (iiB) above, the QIB applicable 144A Global Note, and, and in the case of clause (iiiC) above, the applicable Regulation S Global Note, in each case in accordance with Section 3.06(g).. -43-

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note of a series proposes to exchange such Note for a beneficial interest in a Restricted Global Note of such series or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global NoteNote of such series, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global NoteNote of such series, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b2)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction (as defined in Rule 902(k) of Regulation S) in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate to the effect set forth in Exhibit B Heretohereto, including the certifications in item (2) thereof; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or (vE) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; the Trustee will shall cancel the Restricted Definitive NoteNote of such series, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate Restricted Global Note andNote, in the case of clause (iiB) above, the QIB appropriate 144A Global Note, and, and in the case of clause (iiiC) above, the appropriate Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate duly completed Certificate of Exchange from such Holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(b2)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item (1) thereof; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Heretoduly completed Certificate of Transfer, including the certifications in item (2) thereof; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item (3)(a4)(a) thereof; or (vE) if such Restricted Definitive Note is being transferred to the Company Issuer or any of its Restricted Subsidiaries, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item (3)(b4)(b) thereof; and the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased increased, the aggregate principal amount of, in the case of clause (iA) above, the appropriate applicable Restricted Global Note andNote, in the case of clause (iiB) above, the QIB applicable Rule 144A Global Note, and, and in the case of clause (iiiC) above, the applicable Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including E to the certifications in item (1)(b) thereofIndenture; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate from such Holder in the form of Exhibit D to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereofIndenture; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate from such Holder in the form of Exhibit D to the effect set forth in Exhibit B Hereto, including the certifications in item (2) thereofIndenture; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate from such Holder in the form of Exhibit D to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; orIndenture; (vE) if such Restricted Definitive Note is being transferred to the Company Issuer or any of its Subsidiaries, a certificate from such Holder in the form of Exhibit D to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereofIndenture; the Trustee will shall cancel the Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of, in the case of clause (i) above, the appropriate Restricted Global Note and, in the case of clause (ii) above, the QIB Global Note, and, in the case of clause (iii) above, the Regulation S Global Note, in each case in accordance with Section 3.06(g).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (iA) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate duly completed Certificate of Exchange from such Holder in the form of Exhibit C heretoHolder, including the certifications in item clause (1)(b2)(b) thereof; (iiB) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (1) thereof; (iiiC) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B Heretoduly completed Certificate of Transfer, including the certifications in item clause (2) thereof; (ivD) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(a4)(a) thereof; or; (vE) if such Restricted Definitive Note is being transferred to the Company Issuer or any of its the Restricted Subsidiaries, a certificate to the effect set forth in Exhibit B heretoduly completed Certificate of Transfer, including the certifications in item clause (3)(b4)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c) thereof, and the Trustee will shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (iA) above, the appropriate applicable Restricted Global Note andNote, in the case of clause (iiB) above, the QIB applicable 144A Global Note, and, and in the case of clause (iiiC) above, the applicable Regulation S Global Note, in each case in accordance with Section 3.06(g).