Common use of Restricted Notes Legend Clause in Contracts

Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Company, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; and (4) complying with any Applicable Procedures for legend removal.

Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Company, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are bear the Restricted NotesNotes Legend, the Company shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes;Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note;Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; notice; and (4) complying with any Applicable Procedures for legend removal.

Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the a Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the a Restricted Notes Legend. Until the Resale Restriction Termination Date, upon Upon the transfer, exchange or replacement of Notes bearing the a Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (1) an Initial Note is being transferred pursuant to an effective registration statement, (2) Initial Notes are being exchanged for Notes that do not bear the Restricted Notes Legend unless in accordance with Section 2.6(e) or (3) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Any Additional Notes bearing the sold in a registered offering shall not be required to bear a Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Company, the Registrar shall deliver . (e) Automatic Exchange from Global Note Bearing Restricted Notes that do not bear the Legend to Global Note Not Bearing Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have Company’s satisfaction that the Restricted Notes Legend removed if the Company has determined such legend is shall no longer required. At be required in order to maintain compliance with the Securities Act, beneficial interests in a Global Note bearing the Restricted Notes Legend (a “Restricted Global Note”) may be automatically exchanged into beneficial interests in a Global Note not bearing the Restricted Notes Legend (an “Unrestricted Global Note”) without any action required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the Resale Restriction Termination Date date that is the 366th calendar day after (1) with respect to a Notethe Notes issued on the Issue Date, the Issue Date or (2) with respect to Additional Notes, if any, the issue date of such Additional Notes, or, in each case, if such Note day is represented by one or more Global Notes that are Restricted Notesnot a Business Day, on the Company shall remove next succeeding Business Day (the Restricted Notes Legend on such Note by: (1) providing written notice to “Automatic Exchange Date”). Upon the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state Company’s satisfaction that the Restricted Notes Legend has been removed from shall no longer be required in order to maintain compliance with the applicable Global Note and include Securities Act, the unrestricted CUSIP that will thereafter apply to such applicable Global Note; Company shall (3i) providing provide written notice to DTC and the Trustee at least 15 calendar days prior to the Automatic Exchange Date, instructing DTC to exchange all of the outstanding beneficial interests in a particular Restricted Global Note to the Unrestricted Global Note, which the Company shall have previously otherwise made eligible for exchange with DTC, (ii) provide prior written notice (the “Automatic Exchange Notice”) to each Holder at such Holder’s address appearing in the register of Holders at least 15 calendar days prior to the Automatic Exchange Date (the “Automatic Exchange Notice Date”), which notice must include (w) the Automatic Exchange Date, (x) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number of the Restricted Global Note from which such Holder’s beneficial interests will be transferred and (z) the “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial interests will be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Company and a Company Order requesting the Trustee to authenticate, in an aggregate principal amount equal to the aggregate principal amount of Restricted Global Notes to be exchanged into such Unrestricted Global Notes. At the Company’s written request on no less than 5 calendar days’ notice prior to the Automatic Exchange Notice Date, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the register of Holders; provided that the Company has delivered to the Trustee the information required to be included in such Automatic Exchange Notice. Notwithstanding anything to the contrary in this Section 2.6(e), during the 15 calendar day period prior to the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.6(e) shall be permitted without the prior written consent of the Company. As a condition to any Automatic Exchange, the Company shall provide, and the Depositary Trustee shall be entitled to conclusively rely upon, an Officer’s Certificate and Opinion of Counsel to the Company to the effect that the CUSIP number for each such Automatic Exchange shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act and that the aggregate principal amount of the particular Restricted Global Note will is to be changed transferred to an unrestricted CUSIP numberthe particular Unrestricted Global Note by adjustment made on the records of the Trustee, which unrestricted CUSIP number will be listed in as custodian for the depositary to reflect the Automatic Exchange. Upon such notice; and (4) complying with any Applicable Procedures for legend removal.exchange of beneficial interests pursuant to this Section 2.6(e), the aggregate principal amount of the Global Notes shall be

Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Company, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are bear the Restricted NotesNotes Legend, the Company shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; and (4) complying with any Applicable Procedures for legend removal.

Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the CompanyIssuer, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company Issuer shall cooperate to have the Restricted Notes Legend removed if the Company Issuer has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company Issuer shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes;Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note;Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; notice; and (4) complying with any Applicable Procedures applicable procedures of DTC for legend removal.

Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the CompanyIssuer, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company Issuer shall cooperate to have the Restricted Notes Legend removed if the Company Issuer has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company Issuer shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; and (4) complying with any Applicable Procedures for legend removal.

Restricted Notes Legend. Upon the transferRule 144A Global Notes and their Successor Notes, exchange or replacement of Regulation S Global Notes not bearing the and their Successor Notes, Institutional Accredited Investors Global Notes and their Successor Notes and Physical Notes and their Successor Notes shall bear a Restricted Notes Legend, subject to the Registrar shall deliver Notes that do not bear following: (i) subject to the Restricted Notes Legend. Until the Resale Restriction Termination Datefollowing clauses of this Section 307(b), a Note or any portion thereof which is exchanged, upon the transfertransfer or otherwise, exchange for a Global Note or replacement of Notes bearing the Restricted Notes Legend, the Registrar any portion thereof shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered borne by such Global Note while represented thereby; (ii) subject to the Registrar following clauses of this Section 307(b), a new Note which is not a Global Note and is issued in exchange for another Note (including a Global Note) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Notes Legend borne by such other Note; (iii) Notes received pursuant to the Exchange Offer, and all other Notes sold or otherwise disposed of pursuant to an Opinion effective registration statement under the Securities Act, together with their respective Successor Notes, shall not bear a Restricted Notes Legend; (iv) at any time after the Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Note which does not bear a Restricted Notes Legend may be issued in exchange for or in lieu of Counsel reasonably a Note (other than a Global Note) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Notes Certificate substantially in the form of Exhibit D hereto, satisfactory to the Company Trustee and duly executed by the Holder of such legended Note or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Note in exchange for or in lieu of such other Note as provided in this Article Three; and (v) a new Note which does not bear a Restricted Notes Legend may be issued in exchange for or in lieu of a Note (other than a Global Note) or any portion thereof which bears such a legend if, in the Issuer’s judgment, placing such a legend upon such new Note is not necessary to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain ensure compliance with the provisions registration requirements of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Company, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that Trustee, at the Resale Restriction Termination Date has occurred direction of the Issuer, shall authenticate and instructing the Trustee to remove the Restricted Notes Legend from deliver such Global Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global a new Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed as provided in such notice; and (4) complying with any Applicable Procedures for legend removalthis Article Three.

Restricted Notes Legend. Upon (i) Except as permitted by the transferfollowing paragraphs (ii), exchange or replacement of Notes not bearing (iii) and (iv), each Note certificate evidencing the Restricted Global Notes Legend(and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form: (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Restricted Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall deliver permit the transferee thereof to exchange such Transfer Restricted Security for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note). (iii) After a transfer of any Initial Note pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Note, all requirements pertaining to legends on such Initial Note will cease to apply, any requirement that any such Initial Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or an Initial Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Note upon exchange of such transferring Holder’s certificated Initial Note or directions to transfer such Holder’s interest in the Global Note, as applicable. (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Company, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted their Initial Notes, the Company shall remove the Restricted and Exchange Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note in certificated or global form will be changed available to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed Holders that exchange such Initial Notes in such notice; and (4) complying with any Applicable Procedures for legend removalRegistered Exchange Offer.

Restricted Notes Legend. Except as permitted by the following ----------------------- paragraphs (i) through (iv), each Initial Note and Private Exchange Note shall bear the restricted notes legend set forth in Section 2.2. (i) Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legendrestricted notes legend set forth in Section 2.2, the Note Registrar shall deliver Notes that do not bear the Restricted Notes Legendrestricted notes legend. Until the Resale Restriction Termination Date, upon Upon the transfer, exchange or replacement of Notes bearing the Transfer Restricted Notes LegendNotes, the Note Registrar shall deliver only Notes that bear the Restricted Notes Legend restricted notes legend unless (i) the circumstances contemplated by paragraph (a)(i)(x) of this Section 3.13 exist, (ii) there is delivered to the Note Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act. On and after . (ii) After a transfer of any Initial Notes or Private Exchange Notes during the Resale Restriction Termination Dateperiod of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Private Exchange Notes, upon as the transfercase may be, exchange all requirements pertaining to legends on such Initial Notes or replacement of such Private Exchange Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Companywill cease to apply, the Registrar shall deliver requirements requiring that any such Initial Notes or such Private Exchange Notes issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or Private Exchange Note without legends will be available to the transferee of the Holder of such Initial Notes or Private Exchange Notes upon exchange of such transferring Holder's certificated Initial Notes or Private Exchange Notes or directions to transfer such Holder's interest in the Global Note, as applicable. (iii) Upon the consummation of an Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements that Initial Notes issued to certain Holders be issued in global form will cease to apply and certificated Initial Notes with the restricted notes legend set forth in Section 2.2 will be available to Holders of such Initial Notes that do not bear exchange their Initial Notes, and Exchange Notes in certificated or global form will be available to Holders that exchange such Initial Notes in such Exchange Offer. (iv) Upon the Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date consummation of a Private Exchange with respect to a Note, if the Initial Notes pursuant to which Holders of such Note is represented by one or more Global Initial Notes that are Restricted offered Private Exchange Notes in exchange for their Initial Notes, all requirements that Initial Notes issued to certain Holders be issued in global form will still apply, and Private Exchange Notes in global form with the Company shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes; (2) providing written notice to each Holder of such Global Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note restricted notes legend set forth in Section 2.2 will be changed available to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed any Holder that exchanges such Initial Notes in such notice; and (4) complying with any Applicable Procedures for legend removalPrivate Exchange.

Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the Company, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At any time on or after the Resale Restriction Termination Date with respect to a Note, if such Note is represented by one or more Global Notes that are bear the Restricted NotesNotes Legend, the Company shall remove the Restricted Notes Legend on such Note by: (1) providing written notice to the Trustee and the Registrar that the Resale Restriction Termination Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes;Notes; (2) providing written notice to each Holder of such Global Notes, which notice will shall state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note;Note; (3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will shall be listed in such notice; notice; and (4) complying with any Applicable Procedures for legend removal.

Restricted Notes Legend. Upon (i) Except as permitted by the transferfollowing paragraphs (ii), exchange or replacement of Notes not bearing (iii) and (iv), each Note certificate evidencing the Restricted Global Notes Legend, (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Until the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. On and after the Resale Restriction Termination Date, upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, which transfer, exchange or replacement may be initiated by the following form: (ii) The Company, acting in its discretion, may remove the Registrar shall deliver Notes that do not bear the legend set forth in paragraph (i) above from any Transfer Restricted Notes Legend. Upon request by any Holder, the Company shall cooperate to have the Restricted Notes Legend removed if the Company has determined such legend is no longer required. At Security at any time on or after the Resale Restriction Termination Date with respect applicable to a Note, if such Note is represented by one or more Global Notes that are Transfer Restricted NotesSecurity. Without limiting the generality of the preceding sentence, the Company shall remove the may effect such removal by issuing and delivering, in exchange for such Transfer Restricted Notes Legend on Security, a Note without such Note by: (1) providing written notice legend, registered to the Trustee same Holder and in an equal principal amount, and upon receipt of a written order of the Registrar that Company given at least three Business Days in advance of the proposed date of exchange specified therein (which shall be no earlier than the Resale Restriction Termination Date has occurred and instructing Date), the Trustee to remove the Restricted Notes Legend from shall authenticate and deliver such Global Notes;Note as directed in such order. (2iii) providing written notice After a transfer of any Initial Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes all requirements pertaining to legends on such Initial Note will cease to apply, the requirements that any such Initial Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or an Initial Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Notes upon exchange of such transferring Holder’s certificated Initial Note or directions to transfer such Holder’s interest in the Global Note, as applicable. (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes, which notice will state that the Restricted Notes Legend has been removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply all requirements pertaining to such applicable Global Note; (3) providing written notice Initial Notes that Initial Notes issued to the Trustee certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and the Depositary that the CUSIP number for each such Global Note Exchange Notes in certificated or global form will be changed available to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed Holders that exchange such Initial Notes in such notice; and (4) complying with any Applicable Procedures for legend removalRegistered Exchange Offer.