Common use of Restricted Definitive Notes to Restricted Definitive Notes Clause in Contracts

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons a Person who take takes delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A144A under the U.S. Securities Act, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; orand (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the U.S. Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B heretoB, including the certifications in item (1) thereof; (B) if the transfer will be made to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B heretoB, including the certifications in item (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B heretoB, including the certifications required by item (3) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications in item clause (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications required by item clause (34) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: : (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications in item (1) thereof; ; (B) if the transfer will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications in item clause (2) thereof; or or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications required by item clause (34) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; orand (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.. 47 US-DOCS\113440289.2 10018285.2

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications in item (1) thereof;; 60 (B) if the transfer will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications in item (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications required by item (34) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Note Registrar receives the following: (A) if the transfer will be made to a person reasonably believed to be a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto3 to this Appendix, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B 3 hereto, including the certifications in item (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B 3 hereto, including the certifications required by item (3) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the followingfollowing documentation: (A) if the transfer will be made such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made 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 then the transferor must deliver 904, a certificate to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; orand (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by in item (3) thereof, if applicable.;

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Defin- itive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B B-1 hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B B-1 hereto, including the certifications certi- fications in item (2) thereof; or (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate certifi- cate in the form of Exhibit B B-1 hereto, including the certifications required by item (3) thereof, if applicable.