Common use of Restrictions on Transfer and Exchange Clause in Contracts

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 ) U.S. Global Note Offshore Global Note (2 ) U.S. Global Note IAI Global Note (6 ) U.S. Global Note Certificated Note (3 ) Offshore Global Note U.S. Global Note (4 ) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 ) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 ) Certificated Note U.S. Global Note (4 ) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 ) Certificated Note Certificated Note (3 ) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate. (5) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse have no obligation or duty to register monitor, determine or inquire as to compliance with any requested restrictions on transfer imposed under this Indenture or exchange that does not comply under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the preceding sentenceexpress requirements hereof. (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 ) U.S. Global Note Offshore Global Note (2 ) U.S. Global Note IAI Global Note (6 ) U.S. Global Note Certificated Note (3 ) Offshore Global Note U.S. Global Note (4 ) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 ) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 ) Certificated Note U.S. Global Note (4 ) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 ) Certificated Note Certificated Note (3 ) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed and executed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed and executed Rule 144A Certificate, Certificate or (y) a duly completed and executed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed and executed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed and executed Rule 144A Certificate. (5) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 144(k) under the Securities Act (or a successor provision) without the need for current public information); provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(1) an opinion Opinion of counsel Counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note this paragraph will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice within a reasonable period of time to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 1) U.S. Global Note Offshore Global Note (2 2) U.S. Global Note IAI Global Note (6 6) U.S. Global Note Certificated Note (3 3) Offshore Global Note U.S. Global Note (4 4) Offshore Global Note Offshore Global Note (1 1) Offshore Global Note IAI Global Note (6 6) Offshore Global Note Certificated Note (5 5) IAI Global Note U.S. Global Note (4 4) IAI Global Note Offshore Global Note (2 2) IAI Global Note IAI Global Note (1 1) IAI Global Note Certificated Note (3 3) Certificated Note U.S. Global Note (4 4) Certificated Note Offshore Global Note (2 2) Certificated Note IAI Global Note (6 6) Certificated Note Certificated Note (3 3) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate. (5) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. In connection with any proposed exchange of a Certificated Note for a Global Note, there shall be provided to the Trustee, upon reasonable request therefore, all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 1) U.S. Global Note Offshore Global Note (2 2) U.S. Global U.S .Global Note IAI Global Note (6 6) U.S. Global Note Certificated Note (3 3) Offshore Global Note U.S. Global Note (4 4) Offshore Global Note Offshore Global Note (1 1) Offshore Global Note IAI Global Note (6 6) Offshore Global Note Certificated Note (5 5) IAI Global Note U.S. Global Note (4 4) IAI Global Note Offshore Global Note (2 2) IAI Global Note IAI Global Note (1 1) IAI Global Note Certificated Note (3 3) Certificated Note U.S. Global Note (4 4) Certificated Note Offshore Global Note (2 2) Certificated Note IAI Global Note (6 6) Certificated Note Certificated Note (3 3) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate. (5) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise statement or (y) which is validly tendered for exchange into an Exchange Note notes (with substantially identical terms as the Notes ) that are registered under the Securities Act pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offerexchange offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 ) U.S. Global Note Offshore Global Note (2 ) U.S. Global U.S .Global Note IAI Global Note (6 ) U.S. Global Note Certificated Note (3 ) Offshore Global Note U.S. Global Note (4 ) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 ) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 ) Certificated Note U.S. Global Note (4 ) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 ) Certificated Note Certificated Note (3 ) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate. (5) Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Note. If the requested transfer or exchange takes place during the Restricted Periodinvolves a beneficial interest in a Temporary Offshore Global Note, the person Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State state of the United States. If the requested transfer or exchange takes place after the Restricted Periodinvolves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(11) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities laws. The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (b) Subject to paragraph (c)) below, the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note/IAI Global Note U.S. Global Note/IAI Global Note (1 1) U.S. Global Note/IAI Global Note Offshore Global Note (2 2) U.S. Global Note Note/IAI Global Note (6 ) U.S. Global Note Certificated Note (3 3) Offshore Global Note U.S. Global Note/IAI Global Note (4 4) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 1) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 5) Certificated Note U.S. Global Note/IAI Global Note (4 4) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 2) Certificated Note Certificated Note (3 3) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case and an opinion of clauses (x), (y) and (z), an Opinion of Counsel counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate or an Institutional Accredited Investor Certificate, respectively. (5) Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Note. If the requested transfer or exchange takes place during the Restricted Periodinvolves a beneficial interest in a Temporary Offshore Global Note, the person Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or and an Opinion opinion of Counsel counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State state of the United States. If the requested transfer or exchange takes place after the Restricted Periodinvolves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information); provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(11) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note this paragraph will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon reasonable prior written notice to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee Registrar shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. (b) Subject to paragraph (c2.10(c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 ) U.S. Global Note Offshore Global Note (2 ) U.S. Global Note IAI Global Note (6 ) U.S. Global Note Certificated Note (3 ) Offshore Global Note U.S. Global Note (4 ) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 ) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 ) Certificated Note U.S. Global Note (4 ) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 ) Certificated Note Certificated Note (3 ) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee Registrar a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee Registrar (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee Issuers may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee Registrar or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee Registrar will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee Registrar a duly completed Rule 144A Certificate. (5) Notwithstanding anything to the contrary contained in this Indenture, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Note. If the requested transfer or exchange takes place during the Restricted Periodinvolves a beneficial interest in a Temporary Offshore Global Note, the person Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee Registrar (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee Issuers may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State state of the United States. If the requested transfer or exchange takes place after the Restricted Periodinvolves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the Trustee Registrar will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information); provided that the Company has Issuers have provided the Trustee Registrar with an Officers’ Certificate to that effect, and the Company Issuers may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(11) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an a registration statement that is effective registration statementunder the Securities Act at the time of such transfer or exchange. Subject to Section 2.01(b)(6), pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note this paragraph will not bear the Restricted Legend. (d) The Trustee Registrar will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company Issuers will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationRegistrar.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse have no obligation or duty to register monitor, determine or inquire as to compliance with any requested restrictions on transfer imposed under this Indenture or exchange that does not comply under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the preceding sentenceexpress requirements hereof. (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 1) U.S. Global Note Offshore Global Note (2 ) U.S. Global Note IAI Global Note (6 2) U.S. Global Note Certificated Note (3 3) Offshore Global Note U.S. Global Note (4 4) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 1) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 1) Certificated Note U.S. Global Note (4 4) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 2) Certificated Note Certificated Note (3 3) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed and executed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed and executed Rule 144A Certificate, Certificate or (y) a duly completed and executed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed and executed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed and executed Rule 144A Certificate. (5) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 144(k) under the Securities Act (or a successor provision) without the need for current public information); provided that the Company has provided the Trustee with an Officers’ Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(1) an opinion Opinion of counsel Counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note this paragraph will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice within a reasonable period of time to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Neither the Trustee nor any Agent shall refuse have any obligation or duty to register monitor, determine or inquire as to compliance with any requested restrictions on transfer imposed under this Indenture or exchange that does not comply under any tax or securities laws with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the preceding sentenceexpress requirements hereof. (b) Subject to paragraph (cSection 2.10(c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 1) U.S. Global Note Offshore Global Note (2 ) U.S. Global Note IAI Global Note (6 2) U.S. Global Note Certificated Note (3 3) Offshore Global Note U.S. Global Note (4 4) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 1) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 1) Certificated Note U.S. Global Note (4 4) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 2) Certificated Note Certificated Note (3 3) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed and executed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed and executed Rule 144A Certificate, Certificate or (y) a duly completed and executed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed and executed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed and executed Rule 144A Certificate. (5) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 144(k) under the Securities Act (or a successor provision) without the need for current public information); provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(1) an opinion Opinion of counsel Counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note this paragraph will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice within a reasonable period of time to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and Section, Section 2.09 and, if applicable, Section 2.11, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. (b) Subject to paragraph (cSection 2.10(c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (1 1) U.S. Global Note Offshore Global Note (2 ) U.S. Global Note IAI Global Note (6 2) U.S. Global Note Certificated Note (3 3) Offshore Global Note U.S. Global Note (4 4) Offshore Global Note Offshore Global Note (1 ) Offshore Global Note IAI Global Note (6 2) Offshore Global Note Certificated Note (5 ) IAI Global Note U.S. Global Note (4 ) IAI Global Note Offshore Global Note (2 ) IAI Global Note IAI Global Note (1 ) IAI Global Note Certificated Note (3 5) Certificated Note U.S. Global Note (4 4) Certificated Note Offshore Global Note (2 ) Certificated Note IAI Global Note (6 2) Certificated Note Certificated Note (3 3) (1) No certification is required. (2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note or a beneficial interest in a Global Note that either does not bear the Restricted Legend or is no longer subject to the restrictions on transfer set forth in the Restricted Legend, then no certification is required. (3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, Certificate or (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note or a beneficial interest in a Global Note that either does not bear the Restricted Legend or is no longer subject to the restrictions on transfer set forth in the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note or a beneficial interest in a Global Note that either does not bear the Restricted Legend or is no longer subject to the restrictions on transfer set forth in the Restricted Legend, is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A CertificateCertificate if such transfer occurs prior to the termination of the Rule 144 holding period for the applicable Certificated Notes. (5) Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Note. If the requested transfer or exchange takes place during the Restricted Periodinvolves a beneficial interest in a Temporary Offshore Global Note, the person Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any State state of the United States. If the requested transfer or exchange takes place after the Restricted Periodinvolves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (6) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information); provided that the Company has provided the Trustee with an Officers’ Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (c)(11) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) (x) sold pursuant to an a registration statement that is effective registration statement, pursuant to a Registration Rights Agreement under the Securities Act at the time of such transfer or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offerexchange. Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note this paragraph will not bear the Restricted Legend. (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.