Common use of Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes Clause in Contracts

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C D hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB Qualified Institutional Buyer in accordance with Rule 144A, a certificate substantially to the effect set forth in the form of Exhibit B C hereto, including the certifications in item (1) thereof;; or (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904Regulation S, a certificate substantially to the effect set forth in the form of Exhibit B C hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b1)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) of this Section, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; (F) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (FG) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall will cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable Rule 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note, and in all other cases, the IAI Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A1) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B2) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C3) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 of Regulation S, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D4) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;; or (E5) if such Restricted Certificated Note is being transferred to the Company Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F. Upon satisfaction of the conditions of this Section 2.06(d)(i) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee Registrar shall cancel the Restricted Certificated Note, Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A1), (4), or (5) above, the applicable Restricted Global Note, in the case of clause (B2) above, the applicable 144A Global Note, and in the case of clause (C3) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C D hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B C hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B C hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit C hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B C hereto, including the certifications in item (3)(b) thereof; or (FG) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B C hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note, and in all other cases, the IAI Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (FG) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable Rule 144A Global Note, and in the case of clause (Cc) above, the applicable Regulation S Global Note, and in all other cases, the IAI Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C E hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially to the effect set forth in the form of Exhibit B E hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially to the effect set forth in the form of Exhibit B E hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially to the effect set forth in the form of Exhibit B E hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit E hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B E hereto, including the certifications in item (3)(b) thereof; or (FG) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B E hereto, including the certifications in item (3)(c) thereof, the Trustee shall will cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in of the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction (as defined in Rule 902(k) of Regulation S) in accordance with Rule 903 or Rule 904, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (3)(b) thereof; or; (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (3)(c) thereof; or (G) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor, a certificate to the effect set forth in Exhibit B-2 hereto from the proposed transferee and, if requested by the Company or Trustee, the delivery of an Opinion of Counsel, certification and/or other information satisfactory to each of them, the Trustee shall will cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable Rule 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C attached hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B attached hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction (as defined in Rule 902(h) of Regulation S) in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B attached hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B attached hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B attached hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B attached hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.07(h) the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) 2 thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (1) 1 thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (3)(a) 2 thereof; (ED) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item (3)(b) 2 thereof; or; (FE) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B B-1 hereto, including the certifications in item 2 thereof; or (3)(cF) thereofif such Restricted Certificated Note is being transferred to an AI, a certificate to the effect set forth in Exhibit B-2 hereto from the proposed transferee and, if requested by the Company, the delivery of an Opinion of Counsel, certification and/or other information satisfactory to it, the Trustee shall will cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, Note and in the case of clause (B) above, the applicable Rule 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b1)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, 144A a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable Rule 144A Global NoteNote and, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable Rule 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Re- stricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-Non- U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and opinion of counsel required by item (3)(d) thereof, if applicable; (F) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or; (FG) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, ; the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note, and in all other cases, the IAI Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;; or (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially to the effect set forth in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall will cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, Note and in the case of clause (C) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A1) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B2) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C3) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D4) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;; or (E5) if such Restricted Certificated Note is being transferred to the Company Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F. Upon satisfaction of the conditions of this Section 2.06(d)(i) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee Registrar shall cancel the Restricted Certificated Note, Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A1), (4), or (5) above, the applicable Restricted Global Note, in the case of clause (B2) above, the applicable 144A Global Note, and in the case of clause (C3) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A1) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B2) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C3) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D4) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;; or (E5) if such Restricted Certificated Note is being transferred to the Company Parent or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F. Upon satisfaction of the conditions of this Section 2.06(d)(i) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee Registrar shall cancel the Restricted Certificated Note, Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A1), (4), or (5) above, the applicable Restricted Global Note, in the case of clause (B2) above, the applicable 144A Global Note, and in the case of clause (C3) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A1) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B2) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (C3) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D4) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E5) if such Restricted Certificated Note is being transferred to the Company Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F6) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, ; Upon satisfaction of the Trustee conditions of this Section 2.06(d)(i) the Registrar shall cancel the Restricted Certificated Note, Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A1), (4), (5) or (6) above, the applicable Restricted Global Note, in the case of clause (B2) above, the applicable 144A Global Note, and in the case of clause (C3) above, the applicable Regulation S Global Note.

Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Security Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate properly completed and executed Transfer Certificate from such Holder substantially in the form of Exhibit C hereto, including making the certifications in item (2)(bb) thereof, and an additional certificate from such Holder to the effect that (x) if such Restricted Global Note is a Rule 144A Global Note, such Holder is a QIB who acquired such Restricted Certificated Note in compliance with Rule 144A or (y) if such Restricted Global Note is a Regulation S Global Note, such Holder is not a U.S. Person and is not holding such Restricted Certificated Note for the account or benefit of a U.S. Person and that it acquired such Restricted Certificated Note in an "offshore transaction" in compliance with Regulation S; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a certificate substantially in properly completed and executed Transfer Certificate making the form of Exhibit B hereto, including the certifications certification in item (1c) thereof;thereof and with the last paragraph of such Transfer Certificate signed on behalf of the transferee; or (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement 904 under the Securities Act, a certificate substantially in properly completed and executed Transfer Certificate making the form of Exhibit B hereto, including the certifications certification in item (3)(cd) thereof, thereof Upon satisfaction of the applicable conditions set forth in this subparagraph (i) the Trustee shall cancel the applicable Restricted Certificated Note, Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.