Common use of Transfer and Exchange of Certificated Securities Clause in Contracts

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenture; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar the Trustee with a request: request (1x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities onlySecurities; or or (2y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of Notes of other authorized denominations, such Security Registrar the Trustee shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register registration of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with meeting the requirements of the fifth paragraph of Section 305 3.5 of the Original Indenture; and (2) in the case of a Restricted Certificated SecurityNote, such request shall be accompanied by the following additional information and documents, as applicable: (A) a. if such Restricted Certificated Security Note is being delivered to the Security Registrar Trustee by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security Note is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) b. if such Restricted Certificated Security Note is being transferred to (i) a person the Holder reasonably believes is a QIB in accordance with Rule 144A 144A, (ii) outside the United States in compliance with Rule 904 under the Securities Act or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);; or (C) c. if such Restricted Certificated Security Note is being transferred pursuant to an Institutional Accredited Investorexemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion item 3 of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company Company, the Trustee or such the Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar the Trustee to the effect that such transfer is in compliance with the Securities Act, and In the case of a transfer pursuant to Section 2.3(iii)(2)(b)(iii) or Section 2.3(iii)(2)(c), the Notes delivered to the transferee shall be in the form of an Unrestricted Certificated Security, and shall not bear any Private Placement Legend or Regulation S Temporary Global Note Legend.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: (1) request to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) or to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requested; provided, however, that requested only if the Certificated Securities are presented or surrendered for register registration of transfer or exchange: (1) shall be duly , are endorsed and contain a signature guarantee or are accompanied by a written instrument of transfer in accordance with form satisfactory to the fifth paragraph Registrar duly executed by such Holder or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of Section 305 of the Indenture; and (2) which may be submitted by facsimile): in the case of a Certificated Securities that are Transfer Restricted Certificated SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B-3 hereto);; or (B) if such Transfer Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in an offshore transaction pursuant to and in compliance with Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B-3 hereto);; or (C) if such Transfer Restricted Certificated Security is being transferred to an Institutional Accredited Investorin reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in of Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144B-3 hereto) and as a result an Opinion of which, in Counsel from such Holder or the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information transferee reasonably acceptable to the Company and such Security to the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: request (1x) to register the transfer of the such Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or or (2y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requestedrequested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1i) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with form reasonably satisfactory to the fifth paragraph of Section 305 of Company and the IndentureRegistrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and (2ii) in the case of if such Certificated Securities are required to bear a Restricted Certificated SecuritySecurities legend, such request shall be they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(c) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);to that effect; or (B) if such Restricted Certificated Security is Securities are being transferred to the Company, a person the Holder reasonably believes is a QIB in accordance with Rule 144A Subsidiary Guarantor or pursuant to an effective registration statement under the Securities Act, any Subsidiary thereof a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);effect; or (C) if such Restricted Certificated Security is Securities are being transferred (x) pursuant to an Institutional Accredited Investorexemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (I) a certification to that effect from such Holder (in substantially the form set forth in on the Transfer Certificate), a certification from reverse of the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, Security) and (II) if the Company or such Security Registrar so requests, a customary an opinion of counsel, certificates and counsel or other information evidence reasonably acceptable satisfactory to them it as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities ActSection 2.3(d).

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount Principal Amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; providedPROVIDED, howeverHOWEVER, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth second paragraph of Section 305 2.08 of the Indenture; and (2B) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer CertificateCertificate required pursuant to Section 102(e)(1) hereof); (Bii) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (Diii) if such Restricted Certificated Security is being transferred (ix) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or 144, (iiy) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (iiy), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder or (z) pursuant to an exemption from the registration requirements of the Securities Act to a non-U.S. person in an offshore transaction under Regulation S under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate), and, in the case of each of (x), (y) andand (z), if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented Upon request by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form holder of Certificated Securities only; or (2) to exchange and such Certificated Securities for an equal principal amount holder's compliance with the provisions of Certificated Securities of other authorized denominationsthis Section 2.06(e), such Security the Registrar shall register the transfer or make the exchange as requested; provided, however, that the of Certificated Securities presented or surrendered for register Securities. Prior to such registration of transfer or exchange: (1) , the requesting holder shall be present or surrender to the Registrar the Certificated Securities duly endorsed or accompanied by a written instrument instruction of transfer in accordance with form satisfactory to the fifth paragraph of Section 305 of Registrar duly executed by such holder or by his attorney, duly authorized in writing. In addition, the Indenture; and (2) in the case of a Restricted Certificated Securityrequesting holder shall provide any additional certifications, such request shall be accompanied by the following additional information documents and documentsinformation, as applicable, pursuant to the provisions of this Section 2.06(e). (i) Restricted Certificated Securities may be transferred to and registered in the name of Persons who take delivery thereof if the Registrar receives the following: (A) if such Restricted Certificated Security is being delivered the transfer will be made pursuant to Rule 144A under the Security Registrar by Securities Act, then the transferor must deliver a Holder for registration certificate in the name form of such HolderExhibit B hereto, without transfer, or such Restricted Certificated Security is being transferred to including the Company or a Subsidiary of the Company, a certification to that effect from such Holder certifications in item (in substantially the form set forth in the Transfer Certificate)1) thereof; (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or transfer will be made pursuant to an effective registration statement under Rule 904, then the Securities Act, transferor must deliver a certification to that effect from such Holder (certificate in substantially the form set forth of Exhibit B hereto, including the certifications in the Transfer Certificate);item (2)(c) thereof; and (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) transfer will be made pursuant to an any other exemption from the registration requirements of the Securities Act in accordance with Rule 144 or Act, then the transferor must deliver (iix) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, certificate in the case form of a Security transferred pursuant to this clause Exhibit B hereto, including the certifications in item (ii)3) thereof, such Security shall cease to be a "restricted security" within the meaning (y) an Opinion of Rule 144, a certification to that effect from the Holder (Counsel in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company Obligors and such Security the Registrar to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto. (ii) Restricted Certificated Securities may be exchanged by any holder thereof for an Unrestricted Certificated Security or transferred to Persons who take delivery thereof in the form of an Unrestricted Certificated Security if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the related letter of transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any Obligor; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such Restricted Certificated Securities proposes to exchange such Notes for an Unrestricted Certificated Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; (2) if the holder of such Restricted Certificated Securities proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (3) thereof; and (3) in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Obligors and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Certificated Security is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States. (iii) A holder of Unrestricted Certificated Securities may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Certificated Securities pursuant to the instructions from the holder thereof. Unrestricted Certificated Securities cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Certificated Security.

Transfer and Exchange of Certificated Securities. When In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.12(b) of this Indenture, on or after such event when Certificated Securities are presented by a Holder to a Security Registrar with a request: (1i) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; , or (2ii) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenturetransfer; and (2B) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A1) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the CompanySubsidiary, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B2) if such Restricted Certificated Security is being transferred to a person who the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Actstatement, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D3) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii3), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the registration requirements of the Securities Act. No other transfers, other than to the Company or a Subsidiary of the Company, of Restricted Certificated Securities will be permitted.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: (1A) to register the transfer of the such Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities onlySecurities; or (2B) to exchange such Certificated Securities for an equal principal amount at maturity of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requestedrequested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with form reasonably satisfactory to the fifth paragraph of Section 305 of Company and the IndentureRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of a so long as such Securities are Restricted Certificated SecuritySecurities, such request shall be Securities are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or a certification from such Restricted Holder to that effect; or (B) if such Certificated Security is Securities are being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);effect; or (C) if such Restricted Certificated Security is Securities are being transferred pursuant to an Institutional Accredited Investorexemption from registration, (i) a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2B, and, if applicable) and (ii) if the Company or such Security Registrar so requests, a customary an opinion of counsel, certificates and counsel or other information evidence reasonably acceptable satisfactory to them it as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities ActLegend.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: request (1i) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities onlySecurities; or or (2ii) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security then the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument instruction of transfer in accordance with form satisfactory to the fifth paragraph of Section 305 of the IndentureRegistrar duly executed by such Holder or by his attorney, duly authorized in writing; and (2B) in the case of a Certificated Security that is a Transfer Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A1) if such Transfer Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B attached hereto);; or (B2) if such Transfer Restricted Certificated Security is being transferred to a person "qualified institutional buyer" (as defined in Rule 144A under the Holder reasonably believes is a QIB Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); of Exhibit B (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, andor, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144904, Exhibit C) and as a result of which, in the case of a Security transferred pursuant to this clause (iiattached hereto), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: : (1x) to register the transfer of the such Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities onlySecurities; or or (2y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requestedrequested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with form reasonably satisfactory to the fifth paragraph of Section 305 of Company and the IndentureRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of a Restricted Certificated Securityso long as such Securities are “restricted securities” (as defined under Rule 144) or are Affiliate Securities, such request shall be Securities are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B), (C) or (D) below, and are accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or a certification from such Restricted Holder to that effect; or (B) if such Certificated Security is Securities are being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);effect; or (C) if such Restricted Certificated Security is Securities are being transferred to an Institutional Accredited Investora Person the seller reasonably believes is a QIB that is purchasing for its own account or for the account of another QIB pursuant to a valid private placement exception under the Securities Act and to whom notice is given that the transfer is being made in reliance on Rule 144A, all in compliance with Rule 144A, (i) a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2C, and, if applicable) and (ii) if the Company or such Security Registrar so requests, a customary an opinion of counsel, certificates counsel in form and substance reasonably satisfactory to it or other information evidence in form and substance reasonably acceptable satisfactory to them it as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1)thereon; or (D) if such Restricted Certificated Security is Securities are being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or registration, (iii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer CertificateExhibit C, if applicable) and, and (ii) if the Company or such Security Registrar so requests, a customary an opinion of counsel, certificates counsel in form and substance reasonably satisfactory to it or other information evidence in form and substance reasonably acceptable satisfactory to it as to the Company and such Security Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend thereon; provided, that in the case of any transfer of an Affiliate Security to a Person taking delivery thereof as a Certificated Security, any transfer shall be made only to Persons who agree to be bound by the restrictions applicable to such Holders for as long as such transferred Securities Actare either Restricted Securities or Affiliate Restricted Securities, as the case may be.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount Principal Amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; providedPROVIDED, howeverHOWEVER, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 3.5 of the Indenture; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (DC) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. Holders of Certificated Securities may offer, resell, pledge or otherwise transfer such Securities only pursuant to an effective registration statement under the Securities Act, inside the United States to a QIB in a transaction meeting the requirements of Rule 144A, in a transaction meeting the requirements of Rule 144 under the Securities Act, outside the United States in a transaction meeting the requirements of Rule 904 under the Securities Act or to the Company, in each case in compliance with any applicable securities laws of any state of the United States or any other applicable jurisdiction. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: request (1x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or or (2y) to exchange such Certificated Securities for an equal principal amount Principal Amount of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorney, duly authorized in writing, which instructions, if applicable, shall direct the Trustee to cancel any Certificated Security being exchanged for another Certificated Security in accordance with the fifth paragraph of Section 305 of the Indenture2.10 hereof; and (2ii) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B-5 hereto);; or (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A 144A, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B-5 hereto); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When ------------------------------------------------ Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount Principal Amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth proviso to the first paragraph of Section 305 of the Indenture2.6; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer CertificateCertificate required pursuant to Section 2.12(e)(1)); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (DC) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 144, or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar the Trustee with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities of the same series of Notes only; or (2) to exchange such Certificated Securities for an equal principal amount Principal Amount of Certificated Securities of the same series of Notes of other authorized denominations, such Security Registrar the Trustee shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with meeting the requirements of the fifth paragraph of Section 305 3.05 of the Indenture; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar Trustee by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to (i) a person the Holder reasonably believes is a QIB in accordance with Rule 144A 144A, (ii) outside the United States in compliance with Rule 904 under the Securities Act or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);; or (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar the Trustee so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar or the Trustee to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth eighth paragraph of Section 305 of the Indenture; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if (i) such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or (ii) such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder or (in substantially the form set forth in the Transfer Certificate); (Biii) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A 144A, or (iv) such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, or (v) pursuant to an exemption from the registration requirements of the Securities Act to a Non-U.S. Person in an offshore transaction in accordance with Regulation S, a certification to that effect from such Holder (in substantially the form set forth in the Transfer CertificateCertificate (as defined in Section 102(e)(1) hereof);); or (CB) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) ), and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to an office or agency of the Company maintained pursuant to Section 1002 of the Indenture for such purpose (a Security Registrar "Registrar") with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount Principal Amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (13) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenture; and (24) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer CertificateCertificate required pursuant to Section 102(e)(1) hereof);; or (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder and the transferee (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (DC) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or 144, (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder or (iii) pursuant to an exemption from the registration requirements of the Securities Act to a non-U.S. person in an offshore transaction under Regulation S under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate) ), and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.07(a)(1) of this Indenture, on or after such event when Certificated Securities are presented by a Holder holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requestedrequested if the requirements for such transaction under this Indenture are satisfied; provided, however, PROVIDED that the Certificated Securities presented or surrendered for register of transfer or exchange: (13) shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer Transfer Certificate each in accordance with the fifth paragraph of Section 305 of form included in EXHIBIT A, and in a form satisfactory to the IndentureRegistrar duly executed by the holder thereof or its attorney duly authorized in writing; and (24) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder holder for registration in the name of such Holderholder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary subsidiary of the Company, a certification to that effect from such Holder holder (in substantially the form set forth in the Transfer Certificate); (Bii) if such Restricted Certificated Security is being transferred to a person the Holder holder reasonably believes is a QIB qualified institutional buyer as defined in Rule 144A ("QIB") in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (Diii) if such Restricted Certificated Security is being transferred (ix) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 144, (y) outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act or (iiz)(A) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A 144A, Rule 144 or Rule 144904), and (B) and as a result of which, in the case of a Security transferred pursuant to this clause (ii)result, such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion an Opinion of counselCounsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the registration requirements of the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar or co-registrar with a request: request (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or or (2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; provided, however, provided that the any Certificated Securities so presented or surrendered for register of transfer or exchange: shall (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in accordance with form satisfactory to the fifth paragraph of Section 305 of the IndentureRegistrar duly executed by such Holder or by his attorney duly authorized in writing; and and (2B) in the case of a Restricted Certificated Security, Security such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Restricted Certificated Security is being delivered to the Security Registrar or co-registrar by a Holder for registration in the name of such Holder, without transfer, or a certification to that effect (in substantially the form of Exhibit B attached hereto); or (ii) if such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B attached hereto);; or (Ciii) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investoraccredited "institutional investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, a certification to that effect from such Holder transferee letter of representations (in substantially the form set forth in the Transfer Certificateattached hereto as Exhibit C), a certification from the Institutional Accredited Investor to whom ; or (iv) if such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an reliance on another exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144Act, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B attached hereto) and, if the Company or such Security Registrar so requests, a customary and an opinion of counsel, certificates and other information counsel reasonably acceptable to the Company and such Security the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Upon request by a holder of Certificated Securities are presented by a Holder to a Security and such holder's compliance with the provisions of this Section 2.06(e), the Registrar with a request: (1) to shall register the transfer or exchange of Certificated Securities. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Certificated Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to a person the Registrar duly executed by such holder or by his attorney, duly authorized in writing. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, pursuant to the provisions of this Section 2.06(e). (i) Restricted Certificated Securities may be transferred to and registered in the name of Persons who will take delivery thereof in the form of Restricted Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security if the Registrar shall register receives the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenture; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicablefollowing: (A) if such Restricted Certificated Security is being delivered the transfer will be made pursuant to Rule 144A under the Security Registrar by Securities Act, then the transferor must deliver a Holder for registration certificate in the name form of such HolderExhibit B hereto, without transfer, or such Restricted Certificated Security is being transferred to including the Company or a Subsidiary of the Company, a certification to that effect from such Holder certifications in item (in substantially the form set forth in the Transfer Certificate);1) thereof; and (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or transfer will be made pursuant to an effective any other exemption from the registration statement under requirements of the Securities Act, then the transferor must deliver (x) a certification to that effect from such Holder (certificate in substantially the form set forth of Exhibit B hereto, including the certifications in item (2) thereof, (y) to the Transfer Certificate); (Cextent required by item 2(d) if of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such Restricted Certificated Security transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act or Rule 144 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto. (ii) Restricted Certificated Securities may be exchanged by any holder thereof for an Unrestricted Certificated Security or transferred to Persons who take delivery thereof in the form of an Unrestricted Certificated Security if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with Rule 144 the Senior Note Registration Rights Agreement and the holder, in the case of an exchange, or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of whichtransferee, in the case of a Security transferred transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to this clause the Shelf Registration Statement in accordance with the Senior Note Registration Rights Agreement; (ii), C) any such Security shall cease transfer is effected by a Participating Broker-Dealer pursuant to be a "restricted security" within the meaning Exchange Offer Registration Statement in accordance with the Senior Note Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of Rule 144such Restricted Certificated Securities proposes to exchange such Senior Notes for an Unrestricted Certificated Security, a certification to that effect certificate from the Holder (such holder in substantially the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; (2) if the holder of such Restricted Certificated Securities proposes to transfer such Senior Notes to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (3) thereof; and (3) in each such case set forth in the Transfer Certificate) andthis subparagraph (D), if the Company or such Security Registrar so requests, a customary opinion an Opinion of counsel, certificates and other information Counsel in form reasonably acceptable to the Company and such Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Certificated Security is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States. (iii) A holder of Unrestricted Certificated Securities may transfer such Senior Notes to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Certificated Securities pursuant to the instructions from the holder thereof. Unrestricted Certificated Securities cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Certificated Security.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) : to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) or to exchange such Certificated Securities for an equal principal amount Principal Amount at Maturity of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) : shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 3.5 of the Indenture; and (2) and in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) : if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) ; if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) ; if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2B_2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1202(f)(1); or (D) or if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act. Transfer of a Beneficial Interest in a Restricted Global Security for a Beneficial Interest in an Unrestricted Global Security. Any person having a beneficial interest in a Restricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global Security. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any person having a beneficial interest in a Restricted Global Security and the following additional information and documents in such form as is customary for the Depositary from the Depositary or its nominee on behalf of the person having such beneficial interest in the Restricted Global Security (all of which may be submitted by facsimile or electronically): if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate); or if such beneficial interest is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Trustee so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act, the Trustee, as a Security Registrar and Securities Custodian, shall reduce or cause to be reduced the aggregate Principal Amount at Maturity of the Restricted Global Security by the appropriate Principal Amount at Maturity and shall increase or cause to be increased the aggregate Principal Amount at Maturity of the Unrestricted Global Security by a like Principal Amount at Maturity. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Unrestricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver an Unrestricted Global Security.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; providedPROVIDED, howeverHOWEVER, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 3.5 of the Indenture; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);; or (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1202(f)(1); or. (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: (1A) to register the transfer of the such Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities onlySecurities; or (2B) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requestedrequested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with form reasonably satisfactory to the fifth paragraph of Section 305 of Company and the IndentureRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of a so long as such Securities are Restricted Certificated SecuritySecurities, such request shall be Securities are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or a certification from such Restricted Holder to that effect; or (B) if such Certificated Security is Securities are being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);effect; or (C) if such Restricted Certificated Security is Securities are being transferred pursuant to an Institutional Accredited Investorexemption from registration, (i) a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2B, and, if applicable) and (ii) if the Company or such Security Registrar so requests, a customary an opinion of counsel, certificates and counsel or other information evidence reasonably acceptable satisfactory to them it as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities ActLegend.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: (1A) to register the transfer of the such Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities onlySecurities; or (2B) to exchange such Certificated Securities for an equal principal amount Principal Amount at Maturity of Certificated Securities of other authorized denominations, such Security the Registrar shall register the transfer or make the exchange as requestedrequested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with form reasonably satisfactory to the fifth paragraph of Section 305 of Company and the IndentureRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of a so long as such Securities are Restricted Certificated SecuritySecurities, such request shall be Securities are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (a), (b) or (c) below, and are accompanied by the following additional information and documents, as applicable: (Aa) if such Restricted Certificated Security is Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or a certification from such Restricted Holder to that effect; or (b) if such Certificated Security is Securities are being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);effect; or (Bc) if such Restricted Certificated Security is Securities are being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Actexemption from registration, (i) a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2B-1, and, if applicable) and (ii) if the Company or such Security Registrar so requests, a customary an opinion of counsel, certificates counsel in form and substance reasonably satisfactory to it or other information evidence in form and substance reasonably acceptable satisfactory to them it as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities ActLegend.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented Upon request by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form holder of Certificated Securities only; or (2) to exchange and such Certificated Securities for an equal principal amount holder's compliance with the provisions of Certificated Securities of other authorized denominationsthis Section 2.06(e), such Security the Registrar shall register the transfer or make the exchange as requested; provided, however, that the of Certificated Securities presented or surrendered for register Securities. Prior to such registration of transfer or exchange: (1) , the requesting holder shall be present or surrender to the Registrar the Certificated Securities duly endorsed or accompanied by a written instrument instruction of transfer in accordance with form satisfactory to the fifth paragraph of Section 305 of Registrar duly executed by such holder or by his attorney, duly authorized in writing. In addition, the Indenture; and (2) in the case of a Restricted Certificated Securityrequesting holder shall provide any additional certifications, such request shall be accompanied by the following additional information documents and documentsinformation, as applicable, pursuant to the provisions of this Section 2.06(e). (i) Restricted Certificated Securities may be transferred to and registered in the name of Persons who take delivery thereof if the Registrar receives the following: (A) if such Restricted Certificated Security is being delivered the transfer will be made pursuant to Rule 144A under the Security Registrar by Securities Act, then the transferor must deliver a Holder for registration certificate in the name form of such HolderExhibit B hereto, without transfer, or such Restricted Certificated Security is being transferred to including the Company or a Subsidiary of the Company, a certification to that effect from such Holder certifications in item (in substantially the form set forth in the Transfer Certificate)1) thereof; (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or transfer will be made pursuant to an effective registration statement under Rule 904, then the Securities Act, transferor must deliver a certification to that effect from such Holder (certificate in substantially the form set forth of Exhibit B hereto, including the certification in the Transfer Certificate);item (2)(C) hereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, (y) an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such Restricted Certificated Security transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under Securities Act, a certificate from the transferee in the form of Exhibit D hereto. (ii) Restricted Certificated Securities may be exchanged by any holder thereof for an Unrestricted Certificated Security or transferred to Persons who take delivery thereof in the form of an Unrestricted Certificated Security if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with Rule 144 the Registration Rights Agreement and the holder, in the case of an exchange, or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of whichtransferee, in the case of a Security transferred transfer, certifies in the related letter of transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to this clause the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (ii), C) the Registrar receives the following: (1) if the holder of such Security shall cease Restricted Certificated Securities proposes to be a "restricted security" within the meaning of Rule 144exchange such Notes for an Unrestricted Certificated Security, a certification to that effect certificate from the Holder (such holder in substantially the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; (2) if the holder of such Restricted Certificated Securities proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (3) thereof; and (3) in each such case set forth in the Transfer Certificate) andthis subparagraph (C), if the Company or such Security Registrar so requests, a customary opinion an Opinion of counsel, certificates and other information Counsel in form reasonably acceptable to the Company and such Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Certificated Security is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States. (iii) A holder of Unrestricted Certificated Securities may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Certificated Securities pursuant to the instructions from the holder thereof. Unrestricted Certificated Securities cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Certificated Security.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security the Registrar with a request: request (1i) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities onlySecurities; or or (2ii) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security then the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument instruction of transfer in accordance with form satisfactory to the fifth paragraph of Section 305 of the IndentureRegistrar duly executed by such ▇▇▇▇▇▇ or by his attorney, duly authorized in writing; and (2B) in the case of a Certificated Security that is a Transfer Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A1) if such Transfer Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificateof Exhibit B attached hereto);; or (B2) if such Transfer Restricted Certificated Security is being transferred to a person “qualified institutional buyer” (as defined in Rule 144A under the Holder reasonably believes is a QIB Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); of Exhibit B (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, andor, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144904, Exhibit C) and as a result of which, in the case of a Security transferred pursuant to this clause (iiattached hereto), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request: (1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or (2) to exchange such Certificated Securities for an equal principal amount Principal Amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenture; and (2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer CertificateCertificate required pursuant to Section 102(e)(1) hereof); (B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or (DC) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Security Registrar to the effect that such transfer is in compliance with the Securities Act.