Common use of Holders' Compliance with Registration Rights Agreement Clause in Contracts

Holders' Compliance with Registration Rights Agreement. Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Issuer to the extent provided therein. • Governing Law The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security. In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Securities are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) to the Issuer; or (2) pursuant to an effective registration statement under the Securities Act of 1933; or (3) inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

Holders' Compliance with Registration Rights Agreement. Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Issuer to the extent provided therein. • Governing Law The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security. In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Securities are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) to the Issuer; or (2) pursuant to an effective registration statement under the Securities Act of 1933; or (3) inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.. Unless one of the boxes is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked, the Registrar shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.06 or 4.09 of the Indenture, check the box:

Holders' Compliance with Registration Rights Agreement. Each Holder of a this Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Issuer Company to the extent provided therein. • Governing Law In the event of a conflict between the terms of this Security and the Registration Rights Agreement, the terms of the Registration Rights Agreement shall control. The Issuer Company will furnish to any Securityholder Holder of Securities upon written request and without charge to the Securityholder Holder a copy of the Indenture which has in it the text of this Security Security. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES This certificate relates to $_________ principal amount of Securities held in larger type(check applicable space) _____book-entry or _____definitive form by ___________________(the "Transferor"). Requests may be made to: To assign this Security, fill The Transferor (check one box below): [_] has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the U.S. Depository a Security or Securities in definitive, registered form below: I of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or we assign and the portion thereof indicated above); [_] has requested the Trustee by written order to exchange or register the transfer this of a Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s socSecurities. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security. -- In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under of the Securities Act after the of 1933 and such later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned as may be required by the Issuer or any Affiliate of the Issuerapplicable law, the undersigned confirms that such Securities are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) [_] to the IssuerCompany; or (2) [_] pursuant to an effective registration statement under the Securities Act of 1933; or (3) [_] inside the United States to a “"qualified institutional buyer” " (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such resale, pledge or transfer is being made in reliance on Rule 144A144A under the Securities Act of 1933, in each case pursuant to and in compliance with reliance on Rule 144A under the Securities Act of 1933; or (4) outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

Holders' Compliance with Registration Rights Agreement. Each Holder of a this Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Issuer Company to the extent provided therein. • Governing Law In the event of a conflict between the terms of this Security and the Registration Rights Agreement, the terms of the Registration Rights Agreement shall control. The Issuer Company will furnish to any Securityholder Holder of Securities upon written request and without charge to the Securityholder Holder a copy of the Indenture which has in it the text of this Security Security. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES This certificate relates to $_________ principal amount of Securities held in larger type(check applicable space) _____book-entry or _____definitive form by ___________________(the "Transferor"). Requests may be made to: To assign this Security, fill The Transferor (check one box below): [_] has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the U.S. Depository a Security or Securities in definitive, registered form below: I of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or we assign and the portion thereof indicated above); [_] has requested the Trustee by written order to exchange or register the transfer this of a Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s socSecurities. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security. -- In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under of the Securities Act after the of 1933 and such later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned as may be required by the Issuer or any Affiliate of the Issuerapplicable law, the undersigned confirms that such Securities are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) [_] to the IssuerCompany; or (2) [_] pursuant to an effective registration statement under the Securities Act of 1933; oror -- (3) [_] inside the United States to a “"qualified institutional buyer” " (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such resale, pledge or transfer is being made in reliance on Rule 144A144A under the Securities Act of 1933, in each case pursuant to and in compliance with reliance on Rule 144A under the Securities Act of 1933; or (4) [_] outside the United States in an offshore transaction within the meaning and consistent with the terms and conditions of Regulation S under the Securities Act of 1933 in compliance with Rule 903 or 904 under the Securities Act of 19331933 and such Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or (5) [_] pursuant to another available exemption from registration under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. The Company and the Trustee are entitled to rely on this certificate and are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Dated:________________________ ___________________________________________ Signature of Transferor Signature Guarantee: Dated:________________________ ___________________________________________ Signature of Signature Guarantee Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. --------------------------- TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144 under 144A. Dated:________________________ _______________________________________________ NOTICE: To be executed by an executive officer SCHEDULE OF CHANGES IN PRINCIPAL AMOUNT OF GLOBAL SECURITY The following changes in the principal amount of this Global Security have been made: Signature of Amount of decrease Principal Amount of authorized in Principal Amount Amount of increase in this Global Security signatory of of this Global Principal Amount of following such Trustee or Date of Exchange Security this Global Security decrease or increase Securities Act Custodian ---------------- ------------------- -------------------- -------------------- -------------------- ASSIGNMENT FORM To assign this Security, fill in the form below: For value received, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) this Security and all rights thereunder to -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) -------------------------------------------------------------------------------- (Insert assignee's Social Security or tax I.D. No.) and irrevocably appoint ________________________________agent to transfer this Security on the books of 1933the Company. The agent may substitute another to act for him. Date: _____________________Your Signature: _____________________________________ Sign exactly as your name appears on the other side of this Security.

Holders' Compliance with Registration Rights Agreement. Each Holder of a this Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Issuer Company to the extent provided therein. • Governing Law In the event of a conflict between the terms of this Security and the Registration Rights Agreement, the terms of the Registration Rights Agreement shall control. The Issuer Company will furnish to any Securityholder Holder of Securities upon written request and without charge to the Securityholder Holder a copy of the Indenture which has in it the text of this Security Security. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES This certificate relates to $_________ principal amount of Securities held in larger type(check applicable space) _____book-entry or _____definitive form by ___________________(the "Transferor"). Requests may be made to: To assign this Security, fill The Transferor (check one box below): [_] has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the U.S. Depository a Security or Securities in definitive, registered form below: I of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or we assign and the portion thereof indicated above); [_] has requested the Trustee by written order to exchange or register the transfer this of a Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this SecuritySecurities. In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under of the Securities Act after the of 1933 and such later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned as may be required by the Issuer or any Affiliate of the Issuerapplicable law, the undersigned confirms that such Securities are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) [_] to the IssuerCompany; or (2) [_] pursuant to an effective registration statement under the Securities Act of 1933; or (3) [_] inside the United States to a “"qualified institutional buyer” " (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such resale, pledge or transfer is being made in reliance on Rule 144A144A under the Securities Act of 1933, in each case pursuant to and in compliance with reliance on Rule 144A under the Securities Act of 1933; or (4) [_] outside the United States in an offshore transaction within the meaning and consistent with the terms and conditions of Regulation S under the Securities Act of 1933 in compliance with Rule 903 or 904 under the Securities Act of 19331933 and such Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or (5) [_] pursuant to another available exemption from registration under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. The Company and the Trustee are entitled to rely on this certificate and are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Dated:________________________ ____________________________________ Signature of Transferor Signature Guarantee: Dated:________________________ ____________________________________ Signature of Signature Guarantee Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ---------------------------- TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144 under 144A. Dated:________________________ _______________________________________________ NOTICE: To be executed by an executive officer SCHEDULE OF CHANGES IN PRINCIPAL AMOUNT OF GLOBAL SECURITY The following changes in the principal amount of this Global Security have been made: Signature of Amount of decrease Principal Amount of authorized in Principal Amount Amount of increase in this Global Security signatory of of this Global Principal Amount of following such Trustee or Date of Exchange Security this Global Security decrease or increase Securities Act Custodian ---------------- ------------------- -------------------- -------------------- -------------------- ASSIGNMENT FORM To assign this Security, fill in the form below: For value received, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) this Security and all rights thereunder to -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) -------------------------------------------------------------------------------- (Insert assignee's Social Security or tax I.D. No.) and irrevocably appoint ________________________________agent to transfer this Security on the books of 1933the Company. The agent may substitute another to act for him. Date: _____________________Your Signature: _____________________________________ Sign exactly as your name appears on the other side of this Security.