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

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in are being transferred, or exchanged pursuant to an effective registration statement under the case of Transfer Restricted SecuritiesSecurities 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 Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to or in reliance upon another compliance with an exemption from the registration requirements of the Securities ActAct other than Rule 144, Rule 903 or Rule 904, (xi) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (yii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuer so requests, an opinion Opinion of counsel Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in the form reasonably satisfactory to the Company and the Registrarof Exhibit C hereto, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the CompanyIssuers, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuers so requestsrequest, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Security Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requestsrequest, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for registration of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuers and the Registrar, Registrar duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Securities that are Transfer Restricted Securities, are such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the CompanySecurities Act), which, in the case of a dealer, owns and invests on a discretionary basis at least $25.0 million of securities of issuers that are not affiliated with the dealer, in accordance with Rule 144A under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are Transfer Restricted Security is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, or (ii) pursuant to an effective registration statement under the Securities Act, or (iii) in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuers or the Registrar so requestsrequest, an a customary opinion of counsel or other evidence reasonably satisfactory to it as acceptable to the Issuers and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Security Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented by a Holder to the Registrar or a co-registrar with a request: request (i) to register the transfer of such Definitive Securities; or or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchangethat: (1i) such Definitive Securities shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the RegistrarRegistrar or co-registrar, duly executed by the such Holder thereof or his attorney duly authorized in writing; and (2ii) in the case of if such Definitive Securities are Transfer Restricted Securities, are such Definitive Securities shall also be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Transfer Restricted Securities are being transferred (x) to the CompanyCompany or to a QIB in accordance with Rule 144A under the Securities Act or (y) pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Transfer Restricted Securities are being transferred (w) pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act Act; or (x) an "accredited investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that is an institutional investor and that is acquiring the Security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $250,000 for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act; or (y) in reliance upon on another exemption from the registration requirements of the Securities Act, : (xi) a certification to that effect from such Holder (in the form set forth on the reverse side of the Initial Security) and ), (yii) if the Company or the Trustee so requests, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to it as acceptable to the Company and to the Trustee to the effect that such transfer is in compliance with the restrictions set forth Securities Act and (iii) in the legend set forth case of clause (x), a signed letter from the transferee substantially in Section 2.3(e)(i)the form of Exhibit C hereto.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to it them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: request (ix) to register the transfer of such Definitive Securities; or Securities or (iiy) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and (2ii) in if such Definitive Securities are required to bear a Restricted Securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted SecuritiesSecurities 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 Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are being transferred to the Company, a Subsidiary Guarantor or any Subsidiary thereof a certification to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (C) if such Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act Act; or (y) in reliance upon another exemption from the registration requirements of the Securities Act, : (xI) a certification to that effect (in the form set forth on the reverse side of the Initial Securityprovided in Exhibit 1 hereto) and (yII) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend applicable legends as set forth in Section 2.3(e)(i2.3(d).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its and the Company's reasonable requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the Upon surrender for registration of transfer of such any Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominationsSecurity, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by together with a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, Trustee duly executed by the Holder thereof Securityholder or his such Securityholder's attorney duly authorized in writing; and , at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03 or at the office or agency referred to in Section 4.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Definitive Securities of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Definitive Securities from the Securityholder requesting such transfer or exchange (2other than any exchange of a temporary Security for a Definitive Security not involving any change in ownership) and (ii) in the case of Transfer Restricted Securities that are Definitive Securities, are the request for transfer shall be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder (to that effect (in substantially the form set forth on the reverse side of the Initial Security)); or (B) if such Definitive Securities are Transfer Restricted Security is being transferred to a "qualified institutional buyer" (within the Companymeaning of Rule 144A promulgated under the Securities Act), that is aware that any sale of Securities to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Security for its own account, or for the account of another such "qualified institutional buyer", a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are Transfer Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 144, or Regulation S under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (D) if such Transfer Restricted Security is being transferred to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, that is purchasing the Security for its own account or for the account of such an institutional "accredited investor", in each case in a minimum purchase price of $250,000, not with a view to or for offer for sale in connection with any distribution in violation of the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Security) and (y) if a signed transferee letter of representation in substantially the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions form set forth in the legend set forth in Section 2.3(e)(i)Offering Memorandum.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for registration of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuers and the Registrar, Registrar duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Securities that are Transfer Restricted Securities, are such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the CompanySecurities Act), which, in the case of a dealer, owns and invests on a discretionary basis at least $25.0 million of securities of issuers that are not affiliated with the dealer, in accordance with Rule 144A under the Securities Act and is a "Qualified Purchaser" pursuant to Rule 2(a)(51) under the 1940 Act or to a Non-U.S. Person (as such term is described in Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are Transfer Restricted Security is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, or (ii) pursuant to an effective registration statement under the Securities Act, or (iii) in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuers or the Registrar so requestsrequest, an a customary opinion of counsel or other evidence reasonably satisfactory to it as acceptable to the Issuers and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Security Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder Securityholder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder Securityholder for registration in the name of such HolderSecurityholder, without transfer, a certification from such Holder Securityholder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in the form reasonably satisfactory to the Company and the Registrarof Exhibit C hereto, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requestsrequest, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securitiesare being transferred or exchange pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to or in reliance upon another compliance with an exemption from the registration requirements of the Securities ActAct other than Rule 144, Rule 903 or Rule 904, (xi) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (yii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are metrequested; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrartransfer, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securitiesare being transferred, or exchanged pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration Accredited Investor in accordance with Rule 144 under the Securities Act or in reliance upon another exemption a transaction exempt from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth on the reverse side of the Initial Security) Exhibit C and (yii) if the Company Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.3(f).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion Opinion of counsel Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar or a co-Registrar with a request: : (ix) to register the transfer of such Definitive Securities; or or (iiy) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, ; the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2ii) in the case of a Definitive Security that is a Transfer Restricted SecuritiesSecurity, are shall be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the CompanySecurities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 Regulation S under the Securities Act Act, a certification to that effect (in substantially the form set forth on the reverse of the Security) and if either the Registrar or the Company so requests, an Opinion of Counsel satisfactory to the Registrar or the Company, as the case may be, to the effect that such transfer is in compliance with the Securities Act; (D) if such Definitive Security is being transferred to an institutional investor that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse of the Security) accompanied by a certificate in the form of Exhibit B to the Indenture to the Trustee and if either the Registrar or the Company so requests, an Opinion of Counsel satisfactory to the Registrar or the Company, as the case may be, to the effect that such transfer is in compliance with the Securities Act; or (E) if such Definitive Security is being transferred in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth on the reverse side of the Initial Security) and (y) if either the Registrar or the Company so requests, an opinion Opinion of counsel or other evidence reasonably Counsel satisfactory to it the Registrar or the Company, as the case may be, to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Securities which are Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial SecuritySecurity or Private Exchange Note, as applicable); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial SecuritySecurity or Private Exchange Note, as applicable); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial SecuritySecurity or Private Exchange Note, as applicable) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).) and (z) in the case of a transfer to an IAI, a signed letter substantially in the form of Exhibit D.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuer so requests, an opinion Opinion of counsel Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities with Restricted Securities Legend are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2B) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A1) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B2) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); orand (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (yii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Securities Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Securities Registrar or a co-registrar shall register the transfer or make the exchange as requested if its reasonable the requirements for such transaction set forth herein are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the RegistrarSecurities Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in if such Definitive Securities bear a Restricted Securities Legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted SecuritiesSecurities 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 Definitive Securities are being delivered to the Securities Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Debt Security); or (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Debt Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth on the reverse side of the Initial Security) Debt Security and (yii) if the Company Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.2(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar or co-Registrar with a request: request (ix) to register the transfer of such the Definitive Securities; or or (iiy) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction transactions are met; provided, however, that the Definitive Securities presented or surrendered for registration of transfer or exchange: (1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing; and (2ii) in the case of Transfer Restricted Securities that are Definitive Securities, are shall be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are Transfer Restricted Security is being delivered to the Registrar or co-Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the CompanySecurities Act or pursuant to an exemption 20 14 from registration in accordance with Rules 144 or 145 or Regulation S or pursuant to an effective registration statement under the Securities Act, a certification to that effect (from the transferee or transferor and an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Company and to the Registrar or co-Registrar to the effect that such transfer is in compliance with the form set forth on the reverse side of the Initial Security); Securities Act, or (C) if such Definitive Securities are Transfer Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side and an Opinion of the Initial Security) and (y) if Counsel reasonably acceptable to the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as and to the Registrar or co-Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); Security); or (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security); Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuer so requests, an opinion Opinion of counsel Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Securities which are Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security or Private Exchange Security, as applicable); or (B) if such Definitive Securities are being transferred to the CompanyIssuers, a certification to that effect (in the form set forth on the reverse side of the Initial Security or Private Exchange Security, as applicable); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities 106 6 Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security or Private Exchange Security) and , as applicable,), (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).) and (z) in the case of a transfer to an IAI, a signed letter substantially in the form of Exhibit D.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Securities which are Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial SecuritySecurity or Private Exchange Note, as applicable); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial SecuritySecurity or Private Exchange Note, as applicable); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial SecuritySecurity or Private Exchange Note, as applicable) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).2.3(d)(i) and (z) in the case of a transfer to an IAI, a signed letter substantially in the form of Exhibit D.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities of any series of Securities issued from time to time pursuant to this Appendix A of this Indenture (or issued in exchange therefor or in substitution therefor) are presented to the Securities Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of such series of other authorized denominations, the Securities Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are metpermitted under Section 3.06 of this Indenture and Section 2.2 of this Appendix A; provided, however, that in the event that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of exchange are Transfer Restricted Securities, such Definitive 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 Definitive Securities are being delivered to the Securities Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (C) if such Definitive Securities are Transfer Restricted Securities that being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (such Securities may be transferred only in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it accordance with such procedures as to the compliance are substantially consistent with the restrictions provisions of this Indenture (including the certification requirements set forth in Appendix B hereto intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the legend set forth in Section 2.3(e)(i)Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented by a Holder to the Registrar or a co-registrar with a request: request (i) to register the transfer of such Definitive Securities; or or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchangethat: (1i) such Definitive Securities shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the RegistrarRegistrar or co-registrar, duly executed by the such Holder thereof or his attorney duly authorized in writing; and (2ii) in the case of if such Definitive Securities are Transfer Restricted Securities, are such Definitive Securities shall also be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Transfer Restricted Securities are being transferred (x) to the CompanyCompany or to a QIB in accordance with Rule 144A under the Securities Act or (y) pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Transfer Restricted Securities are being transferred (w) pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act Act; or in reliance upon another exemption from (x) an "accredited investor" (within the registration requirements meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that is an institutional investor and that is acquiring the Security for its own account, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).for the

Transfer and Exchange of Definitive Securities. When Definitive ---------------------------------------------- Securities are presented to the Securities Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for Definitive Securities in an equal aggregate principal amount of Definitive Securities of other authorized denominations, the Securities Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Trustee and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2B) in the case of Transfer Restricted Securities that are Definitive Securities, are being transferred or exchanged either pursuant to an effective registration statement under the Securities Act, or pursuant to clause (1), (2), or (3) below and are accompanied by the following additional information and documents, as applicable: (A1) if such Definitive Transfer Restricted Securities are being delivered to the Securities Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (B2) if such Definitive Transfer Restricted Securities are being transferred to the CompanyCompany or to a QIB in accordance with Rule 144A under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (C3) if such Definitive Transfer Restricted Securities are being transferred (w) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or (x) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $100,000 for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act or (y) in reliance upon on another exemption from the registration requirements of the Securities Act, : (xI) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (yII) if the Company or the Securities Registrar so requests, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to it as acceptable to the Company and to the Securities Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: request (ix) to register the transfer of such Definitive Securities; or Securities or (iiy) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and (2ii) in if such Definitive Securities are required to bear a Restricted Securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted SecuritiesSecurities Act, pursuant to Section 2.3(c) hereof or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are being transferred to the Company or any Subsidiary of the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (C) if such Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act Act; or (y) in reliance upon another exemption from the registration requirements of the Securities Act, : (xI) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (yII) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)2.3(d)(i) hereof.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and ), (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)) and (z) in the case of a transfer to an IAI, a signed letter substantially in the form of Exhibit 3 to this Appendix.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the RegistrarRegistrar or co- registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in are being transferred, or exchanged pursuant to an effective registration statement under the case of Transfer Restricted SecuritiesSecurities 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 Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to or in reliance upon another compliance with an exemption from the registration requirements of the Securities ActAct other than Rule 144, Rule 903 or Rule 904, (xi) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (yii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented by a Holder to the Registrar or co-registrar with a request: request (i1) to register the transfer of such the Definitive Securities; or Securities or (ii2) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction transactions are met; provided, however, provided that the any Definitive Securities surrendered for transfer or exchange: so presented shall (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney duly authorized in writing; and and (2B) in the case of Transfer a Restricted Securities, are Security such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Definitive Securities are Restricted Security is being delivered to the Registrar or co-registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial SecurityExhibit B attached hereto); or (Bii) if such Definitive Securities are Restricted Security is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the CompanySecurities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial SecurityExhibit B attached hereto); or (Ciii) if such Definitive Securities are Restricted Security is being transferred pursuant to an exemption from registration accredited "institutional investor," as defined in accordance with Rule 144 501(a)(1), (2), (3) or (7) under the Securities Act or Act, a transferee letter of representations (in substantially the form attached as Annex A to the Offering Circular); or (iv) if such Restricted Security is being transferred in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth on the reverse side of the Initial SecurityExhibit B attached hereto) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as acceptable to the Company and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented by a Holder to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchangethat: (1A) such Definitive Securities shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the RegistrarRegistrar or co-registrar, duly executed by the such Holder thereof or his its attorney duly authorized in writing; and (2B) in the case of if such Definitive Securities are Transfer Restricted Securities, are such Definitive Securities shall also be accompanied by the following additional information and documents, as applicable: (A1) if such Definitive Transfer Restricted Securities are being delivered to the Registrar or co-registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B2) if such Definitive Transfer Restricted Securities are being transferred (aa) to the CompanyCompany or to a QIB in accordance with Rule 144A or (bb) pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (C3) if such Definitive Transfer Restricted Securities are being transferred (aa) pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act; or (bb) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $250,000 for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act; or (cc) in reliance upon on another exemption from the registration requirements of the Securities Act, : (xI) a certification to that effect from such Holder (in the form set forth on the reverse side of the Initial Security) and ), (yII) if the Company or the Trustee so requests, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to it as acceptable to the Company and to the Trustee to the effect that such transfer is in compliance with the restrictions set forth Securities Act and (III) in the legend set forth case of clause (bb), a signed letter from the transferee substantially in Section 2.3(e)(i).the form of Exhibit J.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or; (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Security Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2B) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (yii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.5(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); oror Table of Contents (B) if such Definitive Securities are being transferred to the CompanyIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and (y) if the Company Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar or co-Registrar with a request: request (ix) to register the transfer of such the Definitive Securities; or or (iiy) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction transactions are met; provided, however, that the Definitive Securities presented or surrendered for registration of transfer or exchange: (1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing; and (2ii) in the case of Transfer Restricted Securities that are Definitive Securities, are shall be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are Transfer Restricted Security is being delivered to the Registrar or co-Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security)effect; or (B) if such Definitive Securities are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred Act or pursuant to an exemption from registration in accordance with Rule Rules 144 or 145 or Regulation S or pursuant to an effective registration statement under the Securities Act Act, a certification to that effect from the transferee or transferor and an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Company and to the Registrar or co-Registrar to the effect that such transfer is in compliance with the Securities Act, or (C) if such Transfer Restricted Security is being transferred in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side and an Opinion of the Initial Security) and (y) if Counsel reasonably acceptable 053113\1008\02764\979QGT85.OTH 13 to the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as and to the Registrar or co-Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: request to (i1) to register the transfer of such Definitive Securities; or Securities or (ii2) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for registration of transfer or exchange: (1a) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his such Holder's attorney duly authorized in writing; and (2b) in the case of Transfer Restricted Securities that are Definitive Securities, are shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Definitive Securities are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (Bii) if such Definitive Securities are Transfer Restricted Security is being transferred to a "qualified institutional buyer" (within the Company, meaning of Rule 144A promulgated under the Securities Act) that is aware that any sale of Securities to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Security for its own account or for the account of another such "qualified institutional buyer," a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security); or (Ciii) if such Definitive Securities are Transfer Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 144, or outside the United States of America in an offshore transaction in compliance with Rule 904 under the Securities Act Act, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Security); or (iv) if such Transfer Restricted Security is being transferred in reliance upon on another exemption from the registration requirements of the Securities ActAct and with all applicable securities laws of the States of the United States of America, (x) a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Security) and (y) an opinion of counsel reasonably acceptable to the Company and to the Registrar, if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented by a Holder to the Registrar with a request: (i) request to register the transfer of such the Definitive Securities; or (ii) Securities or to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities are presented or surrendered for registration of transfer or exchange: (1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile): (2i) in the case of Definitive Securities that are Transfer Restricted Securities, are such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial SecurityExhibit B-3 hereto); or (B) if such Definitive Securities are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred Act or pursuant to an exemption from registration in accordance with Rule 144 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 of Exhibit B-3 hereto); or (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto, and, if the Company so requests, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and such transfer complies with any applicable blue sky securities laws of any State of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth on the reverse side of the Initial SecurityExhibit B-3 hereto) and (y) if an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.

Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: (i) to register the transfer of such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Security); or (B) if such Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Security) and ), (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)) and (z) if being transferred prior to the Rule 144A Availability Date, a certification from the transferee to the effect set forth in Section 2.5. The Company will make available to the Trustee a reasonable supply of Definitive Securities in fully registered form without coupons for the purpose of effecting such transfers of Definitive Securities.