Common use of Applicable Procedures for Delegending Clause in Contracts

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP ISIN number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC Euroclear or Clearstream to change the CUSIP ISIN number for such Notes to the unrestricted CUSIP ISIN number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC Euroclear or Clearstream to change the CUSIP ISIN number for such Notes to the unrestricted CUSIP ISIN number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes Notes, with the same terms and the same CUSIP number numbers as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, Notes if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal)Note, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes Regulation S Global Note to the unrestricted CUSIP number for the NotesRegulation S Global Note. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number or ISIN numbers, as applicable, as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC DTC, in the case of Dollar Notes, to change the CUSIP number for such Dollar Notes to the unrestricted CUSIP number CUSIP, and instruct Euroclear or Clearstream, in the case of Euro Notes, to take such equivalent actions with respect to the ISIN for the such Euro Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global NoteNotes, the Issuer may, at its sole option: (1A) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal)Note, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2B) instruct DTC DTC, in the case of Dollar Notes, to change the CUSIP number for such Dollar Notes to the unrestricted CUSIP number CUSIP, and instruct Euroclear or Clearstream, in the case of Euro Notes, to take such equivalent actions with respect to the ISIN for the such Euro Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) ), Exhibit A hereto, in the case of Dollar Notes, and Exhibit A hereto B hereto, in the case of Euro Notes, to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after After one year has elapsed following (A1) the Issue Date or (B2) if the Issuer Company has issued any Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances issuance of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer Company shall, at its option: (1A) instruct the Trustee in writing to remove the Private Placement Legend from such Notesthe Notes by delivering to the Trustee a certificate in the form of Exhibit E hereto, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2B) notify Holders of such the Notes that the Private Placement Legend has been removed or deemed removed; and (3C) instruct DTC to change the CUSIP number for such the Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer Company to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer Company to comply with any of its covenants or agreements set forth in Section 6.1 6.01 hereof or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms mayshall, upon the Trustee’s receipt of the certificate required by clause (A) above and surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II 2 of this IndentureXxxxx- xxxx, be xx exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A1) each reference in this Section 2.9(h2.06(g)(v) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B2) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-then applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h2.06(g)(v) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such NotesNotes (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i1) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer Company has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shallCompany may, at its sole option: (1A) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2B) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3C) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. . (2) Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer Company shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii3) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer Company may, at its sole option: (1A) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2B) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii4) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h2.08(h) to “one year” and in the Private Placement Legend described in Section 2.8(b2.08(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h2.08(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly To the extent permitted by law at any time after the one year has elapsed following anniversary of (A) the Issue Date date of original issuance of the Notes or (B) if the Issuer has issued any Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to in accordance with Sections 2.01 and 4.09 of the Indenture and with this Indenture within one year following the Issue DateAppendix A, the date of original issuances issuance of such Additional Notes, if the relevant Notes are freely tradable tradeable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shallmay, in its sole discretion: (1) instruct the Trustee in writing to remove the Private Placement Restricted Notes Legend from such Notesthe Notes by delivering to the Trustee a certificate in the form of Exhibit D hereto, and upon receipt of such instruction, instruction the Private Placement Restricted Notes Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (32) instruct DTC to change the CUSIP number for such the Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Restricted Notes Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 the Indenture or otherwise. Any Transfer Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Transfer Restricted Note for exchange to the Registrar in accordance with the provisions of Article II and Appendix A of this the Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Restricted Notes Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein of this Section 2.3(e)(iv) to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (Ai) each reference in this Section 2.9(h2.3(e)(iv) to “one year” and in the Private Placement Restricted Notes Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (Bii) all corresponding references in this Indenture the Notes (including the definition of Resale Restriction Termination Date), the Notes ) and the Private Placement Restricted Notes Legends thereon shall be deemed for all purposes hereof to be references to such changed period; , provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h2.3(e)(iv) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes Notes, with the same terms and the same CUSIP number or ISIN numbers, as applicable, as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, Notes if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes by delivering to the Trustee a certificate in the form of Exhibit E, in the case of Dollar Notes, and Exhibit F, in the case of Euro Notes, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC DTC, in the case of Dollar Notes, and Euroclear or Clearstream, in the case of Euro Notes, to change the CUSIP number or ISIN number, as applicable, for such Notes to the unrestricted CUSIP number or ISIN number, as applicable, for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto A, in the case of Dollar Notes, and Exhibit B, in the case of Euro Notes, to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (iA) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Closing Date, the date of original issuances of such Additional Notes, if the relevant Notes Warrants are freely tradable tradeable without restriction pursuant to Rule 144 under the Securities Act (or successor rule) by Holders who are not Affiliates affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied)Company, the Issuer Company shall: (1) instruct the Trustee Warrant Agent in writing to remove the Private Placement Restricted Warrant Legend from such Notesthe Warrant Agent by delivering to the Warrant Agent a certificate in the form of Exhibit L attached hereto and an opinion of counsel reasonably satisfactory to the Warrant Agent to the effect that the removal of the Restricted Warrant Legend is in compliance with the Securities Act, and upon receipt of such instruction, instruction the Private Placement Restricted Warrant Legend shall be deemed removed from any Global Notes Warrants representing such Notes Warrants without further action on the part of Holders; (2) instruct the Warrant Agent to notify the Holders of such Notes that the Private Placement Restricted Warrant Legend has been removed or deemed removed; and (3) instruct DTC the Depository to change the CUSIP number for such Notes the Warrants to the unrestricted CUSIP number for the NotesWarrants (which instruction may be given prior to the one year anniversary of the Closing Date). In no event will the failure of the Issuer Company to provide any notice set forth in comply with the provisions of this paragraph or of the Trustee Warrant Agent to remove the Private Placement Restricted Warrant Legend constitute a failure by the Issuer Company to comply with any of its covenants covenants, warranties or agreements set forth in Section 6.1 or otherwisethis Warrant and Unit Agreement. Any Restricted Note restricted Warrants (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms (the date of such expiration being the “Resale Restriction Termination Date”) may, upon surrender of such Restricted Note Warrant for exchange to the Registrar in accordance with the provisions of Article II of this IndentureIII, be exchanged for a new Note Warrant or NotesWarrants, of like tenor and aggregate principal amount, which shall not bear the Private Placement Restricted Warrant Legend. With respect to any restricted Warrants represented by a Global Warrant, if a Global Warrant without the Restricted Warrant Legend is not then outstanding, the Company shall execute, and the Warrant Agent shall authenticate and deliver to the Depositary, a Global Warrant without the Restricted Warrant Legend. The Issuer Company shall notify the Trustee Warrant Agent in writing upon the occurrence of the Resale Restriction Termination Date for any NoteDate. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iiiB) Notwithstanding any provision herein of this Section 3.7 to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-one year holding period thereunder (or the corresponding period under any successor rule), (Ai) each reference in this Section 2.9(h3.7(e)(iii) to “one year” and in the Private Placement Restricted Warrant Legend described and in Section 2.8(b3.7(e)(i) and Exhibit A hereto herein to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (Bii) all corresponding references in this Indenture the Warrants and the Restricted Warrant Legends thereon (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon ) shall be deemed for all purposes hereof to be references to such changed period; , provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h3.7(e) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.this

Applicable Procedures for Delegending. (i) Promptly after After one year (or such shorter period as may be permitted under Rule 144 of the Securities Act) has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances issuance of such Additional Notesany Transfer Restricted Security of any series of Securities issued from time to time pursuant to this Indenture, if the relevant Notes such Transfer Restricted Securities are freely tradable tradeable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is has been satisfied), the Issuer shall: (1) Company may at its option instruct the Trustee in writing to remove the Private Placement Legend applicable legend set forth above from such NotesSecurities by delivering to the Trustee a certificate in the form of Appendix C hereto, and upon receipt of such instruction, the Private Placement Legend instruction such legend shall be deemed removed from any Global Notes Securities representing such Notes Securities without further action on the part of Holders; . Upon any such removal, the Company shall: (21) notify Holders of such Notes Securities that the Private Placement Legend such legend has been removed or deemed removed; and and (32) instruct DTC the Depositary to change the CUSIP number for such Notes Securities to the unrestricted CUSIP number for such Securities. At such time as the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of Company instructs the Trustee to remove the Private Placement Legend constitute a failure by restrictive legend from the Issuer to comply with Securities, such legend will be deemed removed from any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any NoteGlobal Securities. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein of this Section 2.2(f) to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h2.2(f) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h2.2(f) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes Notes, with the same terms and the same CUSIP number numbers as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, Notes if the relevant Notes are freely tradable tradeable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such NotesNotes by delivering to the Trustee a certificate in the form of Exhibit C hereto, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number ISIN numbers as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC Euroclear or Clearstream to change the CUSIP ISIN number for such Notes to the unrestricted CUSIP ISIN number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC Euroclear or Clearstream to change the CUSIP ISIN number for such Notes to the unrestricted CUSIP ISIN number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notes, and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (ia) Promptly after one year has elapsed following (Ai) the Issue Date date of original issuance of Additional 10.25% Notes or (Bii) if the Issuer has Issuers have issued any Additional Notes with the same terms and the same CUSIP number as the Issue Date Additional 10.25% Notes pursuant to this under Section 2.17 of the Indenture within one year following the Issue Date, the last date of original issuances issuance of Additional 10.25% Notes, the last date of original issuance of such Additional Notes, then, if the relevant Additional 10.25% Notes (including any Additional Notes with the same terms and the same CUSIP number as the Additional 10.25% Notes) are freely tradable pursuant to Rule 144 under the Securities Act (or otherwise) without volume restrictions by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied)Issuers, the Issuer Issuers shall: (1i) instruct the Trustee in writing to remove the Private Placement Legend described in Section 3.03 above from the Additional 10.25% Notes by delivering to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuers and the Trustee to the effect that neither such Noteslegend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Additional 10.25% Notes without further action on the part of Holders; (2ii) notify Holders of such the Additional 10.25% Notes that the Private Placement Legend has been removed or deemed removed; and (3iii) notify the Trustee by delivering to the Trustee a certificate reasonably satisfactory to the Trustee and instruct DTC to change the CUSIP number for such the Additional 10.25% Notes to the an unrestricted CUSIP number for the Notesnumber. In no event will the failure of the Issuer Issuers to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer Issuers to comply with any of its their covenants or agreements set forth in Section 6.1 or otherwisethe Indenture. Any Transfer Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Transfer Restricted Note for exchange to the Registrar in accordance with the provisions of Article II Two of this the Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement LegendLegend required by Article Two of the Indenture and Section 3.03 hereof. The Issuer Company shall notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date for any Noteand promptly after a Registration Statement with respect to the Notes has been declared effective under the Securities Act. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iiib) Notwithstanding any provision herein of this Section 3.04 or Article Two of the Indenture to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), from and after receipt by the Trustee of the Opinion of Counsel provided for in Section 2.16(e) of the Indenture, (Ai) each reference in this Section 2.9(h) 3.04 above to “one year” and in the Private Placement Legend described set forth in Section 2.8(b) and Exhibit A hereto 3.03 to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (Bii) all corresponding references in this Indenture the Additional 10.25% Notes (including the definition of Resale Restriction Termination Date), the Notes ) and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in . The provisions of this Indenture shall Section 3.04(b) will not be deemed for all purposes hereof to be references to effective until such changed periodtime as the Opinion of Counsel have been received by the Trustee hereunder. This Section 2.9(h3.04(b) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (ia) Promptly after one year has elapsed following (Ai) the Issue Date date of original issuance of Additional 2016 Fixed Rate Notes or (Bii) if the Issuer has issued any Additional Notes Debt Securities with the same terms and the same CUSIP number as the Issue Date Additional 2016 Fixed Rate Notes pursuant to this under Section 310 of the Original Indenture within one year following the Issue Date, the last date of original issuances issuance of Additional 2016 Fixed Rate Notes, the last date of original issuance of such Additional NotesDebt Securities, if the relevant Additional 2016 Fixed Rate Notes (including any Additional Debt Securities with the same terms and the same CUSIP number as the Additional 2016 Fixed Rate Notes) are freely tradable pursuant to Rule 144 under the Securities Act (or otherwise) without volume restrictions by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied)Issuer, the Issuer shall: (1) . instruct the Trustee in writing to remove the Private Placement Restricted Debt Securities Legend described in Section 5 above from such Notesthe Additional 2016 Fixed Rate Notes by delivering to the Trustee a certificate in the form of Exhibit F, and upon receipt of such instruction, instruction the Private Placement Restricted Debt Securities Legend shall be deemed removed from any Global Notes Securities representing such Additional 2016 Fixed Rate Notes without further action on the part of Holders; (2) . notify Holders of such the Additional 2016 Fixed Rate Notes that the Private Placement Restricted Debt Securities Legend has been removed or deemed removed; and (3) . notify the Trustee by delivering to the Trustee a certificate in the form of Exhibit F attached hereto and instruct DTC to change the CUSIP number for such the Additional 2016 Fixed Rate Notes to the unrestricted CUSIP number for the Notesnumber. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Restricted Debt Securities Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in the Indenture for purposes of Section 6.1 501 of the Original Indenture or otherwise. Any Restricted Note Debt Security (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note Debt Security for exchange to the Security Registrar in accordance with the provisions of Article II Three of this the Original Indenture, be exchanged for a new Note Debt Security or NotesDebt Securities, of like tenor and aggregate principal amount, which shall not bear the Private Placement LegendRestricted Debt Securities Legend required by Article Three of the Original Indenture and this Section 6. The Issuer shall notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date for any Noteand promptly after a Registration Statement with respect to the Debt Securities, if any, has been declared effective under the Securities Act. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iiib) Notwithstanding any provision of Sections 5 or 6 herein or Section 308 of the Original Indenture to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), from and after receipt by the Trustee of the Officers’ Certificate and Opinion of Counsel provided for in Section 308(c)(iii) of the Original Indenture, (Ai) each reference in this Section 2.9(h) 6 to “one year” and in the Private Placement Restricted Debt Securities Legend described set forth in Section 2.8(b5(c) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (Bii) all corresponding references in this Indenture the Debt Securities (including the definition of Resale Restriction Termination Date), the Notes ) and the Private Placement Restricted Debt Securities Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in . The provisions of this Indenture shall Section 6(b) will not be deemed for all purposes hereof to be references to effective until such changed periodtime as the Opinion of Counsel and Officers’ Certificate have been received by the Trustee hereunder. This Section 2.9(h) 6 shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after After one year has elapsed following (A1) the Issue Date or (B2) if the Issuer Company has issued any Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances issuance of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer Company shall, at its option: (1A) instruct the Trustee in writing to remove the Private Placement Legend from such Notesthe Notes by delivering to the Trustee a certificate in the form of Exhibit E hereto, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed by the Trustee from any Global Notes representing such Notes without further action on the part of Holders; (2B) notify Holders of such the Notes that the Private Placement Legend has been removed or deemed removed; and (3C) instruct DTC to change the CUSIP number for such the Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer Company to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer Company to comply with any of its covenants or agreements set forth in Section 6.1 6.01 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms mayshall, upon the Trustee’s receipt of the certificate required by clause (A) above and surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II 2 of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A1) each reference in this Section 2.9(h2.06(g)(v) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B2) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-then applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h2.06(g)(v) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes Notes, with the same terms and the same CUSIP number ISIN numbers as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances of such Additional Notes, Notes if the relevant Notes are freely tradable tradeable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such NotesNotes by delivering to the Trustee a certificate in the form of Exhibit C hereto, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC Euroclear or Clearstream to change the CUSIP ISIN number for such Notes to the unrestricted CUSIP ISIN number for the Notes. In no event will the failure of the Issuer to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has Issuers have issued any Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture Section 2.14 hereof within one year following the Issue Date, the date of original issuances issuance of such Additional Notes, if the relevant Notes are freely tradable tradeable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer Issuers where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer Issuers shall: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Notesthe Notes by delivering to the Trustee a certificate in the form of Exhibit F hereto, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders; (2) notify Holders of such the Notes that the Private Placement Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such the Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer Issuers to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer Issuers to comply with any of its covenants or agreements set forth in Section 6.1 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II Two of this the Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer Issuers shall notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of and promptly after a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes Registration Statement with respect to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated if any, has been declared effective under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.9(h) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunderAct.

Applicable Procedures for Delegending. (i) Promptly after After one year has elapsed following (A1) the Issue Date or (B2) if the Issuer has Issuers have issued any Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances issuance of such Additional Notes, if the relevant Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuer where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer shallIssuers may, at their option: (1A) instruct the Trustee in writing to remove the Private Placement Legend from such Notesthe Notes by delivering to the Trustee a certificate in the form of Exhibit E hereto, and upon receipt of such instruction, instruction the Private Placement Legend shall be deemed removed by the Trustee from any Global Notes representing such Notes without further action on the part of Holders; (2B) notify Holders of such the Notes that the Private Placement Legend has been removed or deemed removed; and (3C) instruct DTC to change the CUSIP number for such the Notes to the unrestricted CUSIP number for the Notes. In no event will the failure of the Issuer Issuers to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuer Issuers to comply with any of its covenants or agreements set forth in Section 6.1 6.01 or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms mayshall, upon the Trustee’s receipt of the certificate required by clause (A) above and surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article II 2 of this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A1) each reference in this Section 2.9(h2.06(g)(v) to “one year” and in the Private Placement Legend described in Section 2.8(b) and Exhibit A hereto to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (B2) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-then applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h2.06(g)(v) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

Applicable Procedures for Delegending. (i) Promptly after one year has elapsed following (A) the Issue Date or (B) if the Issuer has issued Additional Notes with the same terms and the same CUSIP number as the Issue Date Notes pursuant to this Indenture within one year following the Issue Date, the date of original issuances issuance of such Additional Notesthe Securities, if the relevant Notes Securities are freely tradable tradeable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates affiliates of the Issuer Company (as defined in Rule 144) where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(iid)(l)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuer Company shall: (1) instruct the Trustee in writing to remove the Private Placement Restricted Securities Legend from such Notesthe Securities by delivering to the Trustee a certificate in the form of Annex D hereto, and upon receipt of such instruction, instruction the Private Placement Restricted Securities Legend shall be deemed removed from any Global Notes Securities representing such Notes Securities without further action on the part of Holders; (2) notify Holders of such Notes the Securities that the Private Placement Restricted Securities Legend has been removed or deemed removed; and (3) instruct DTC to change the CUSIP number for such Notes the Securities to the unrestricted CUSIP number for the NotesSecurities. In no event will the failure of the Issuer Company to provide any notice set forth in comply with the provisions of this paragraph or of the Trustee to remove the Private Placement Restricted Securities Legend constitute a failure by the Issuer Company to comply with any of its covenants covenants, warranties or agreements set forth in Section 6.1 or otherwisethis Indenture. Any Restricted Note Security (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms (the date of such expiration being the “Resale Restriction Termination Date”) may, upon surrender of such Restricted Note Security for exchange to the Security Registrar in accordance with the provisions of Article II Three of this the Indenture, be exchanged for a new Note Security or NotesSecurities, of like tenor and aggregate principal amount, which shall not bear the Private Placement Restricted Securities Legend. The Issuer shall notify the Trustee in writing upon occurrence of the Resale Restriction Termination Date for any Note. (ii) In the case of a Regulation S Global Note, after the Resale Restriction Termination Date of any such Regulation S Global Note, the Issuer may, at its sole option: (1) instruct the Trustee in writing to remove the Private Placement Legend from such Regulation S Global Note (including setting forth the basis for such removal), and upon receipt of such instruction, the Private Placement Legend shall be deemed removed from such Regulation S Global Note without further action on the part of Holders; and (2) instruct DTC to change the CUSIP number for such Notes to the unrestricted CUSIP number for the Notes. (iii) Notwithstanding any provision herein of this Section 306 to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (Ai) each reference in this Section 2.9(h306(d)(i) to “one year” and in the Private Placement Restricted Securities Legend described and in Section 2.8(b) and Exhibit A hereto 202 herein to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (Bii) all corresponding references in this Indenture (including the definition of Resale Restriction Termination Date), the Notes Securities and the Private Placement Restricted Securities Legends thereon shall be deemed for all purposes hereof to be references to such changed period; , provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws; provided further that if such change does not apply to existing Notes, all references to “one year” in this Indenture shall not be deemed for all purposes hereof to be references to such changed period. This Section 2.9(h306(d) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.