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

Transfer and Exchange of Certificated Notes. When ------------------------------------------- Certificated Notes are presented to the Note Registrar with a request to register the transfer of the Certificated Notes or to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Certificated Notes -------- ------- presented or surrendered for registration of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar, duly executed by the Holder thereof or by such Holder's attorney, duly authorized in writing; and (ii) in the case of Legended Notes that are Certificated Notes, shall be accompanied by the following additional information and documents, as applicable: (1) if such Legended Note is being delivered to the Registrar by a Noteholder for registration in the name of such Noteholder, without transfer, a certification from such Noteholder to that effect; or (2) if such Legended Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or a transaction meeting the requirements of Rule 904 under the Securities Act ("Regulation S") or ------------ pursuant to an effective registration statement under the Securities Act, a certification to that effect; or (3) if such Legended Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, a certification to that effect and an Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act.

Transfer and Exchange of Certificated Notes. When ------------------------------------------- Certificated Notes are presented to the Note Registrar with a request to register the transfer of the Certificated Notes or to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Certificated Notes -------- ------- presented or surrendered for registration of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar, duly executed by the Holder thereof or by such Holder's ’s attorney, duly authorized in writing; and (ii) in the case of Legended Notes that are Certificated Notes, shall be accompanied by the following additional information and documents, as applicable: (1) if such Legended Note is being delivered to the Registrar by a Noteholder for registration in the name of such Noteholder, without transfer, a certification from such Noteholder to that effect; or (2) if such Legended Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or a transaction meeting the requirements of Rule 904 under the Securities Act ("“Regulation S"”) or ------------ pursuant to an effective registration statement under the Securities Act, a certification to that effect; or (3) if such Legended Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, a certification to that effect and an Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act.

Transfer and Exchange of Certificated Notes. When ------------------------------------------- Certificated Notes are presented by a Holder to the Note Registrar with a request to register the transfer of the Certificated Notes or to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, however, that the Certificated Notes -------- ------- are presented or surrendered for registration of transfer or exchange: (i) shall be duly , are endorsed and contain a signature guarantee or are accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar, Registrar duly executed by the such Holder thereof or by such Holder's attorneyhis attorney and contains a signature guarantee, duly authorized in writing; and writing and the Registrar received the following documentation (ii) all of which may be submitted by facsimile): in the case of Legended Certificated Notes that are Certificated Transfer Restricted Notes, such request shall be accompanied by the following additional information and documents, as applicable: (1A) if such Legended Transfer Restricted Note is being delivered to the Registrar by a Noteholder Holder for registration in the name of such NoteholderHolder, without transfer, or such Transfer Restricted Note is being transferred to the Company, a certification to that effect from such Noteholder to that effectHolder (in substantially the form of Exhibit B-3 hereto); or (2B) if such Legended Transfer Restricted Note is being transferred to a Qualified Institutional Buyer QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or a in an offshore transaction meeting the requirements of pursuant to and in compliance with Rule 904 under the Securities Act ("Regulation S") or ------------ pursuant to an effective registration statement under the Securities Act, a certification to that effecteffect from such Holder (in substantially the form of Exhibit B-3 hereto); or (3C) if such Legended Transfer Restricted Note is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee in form reasonably acceptable to the Company and to the Registrar to the effect that such transfer does not require registration under is in compliance with the Securities Act.

Transfer and Exchange of Certificated Notes. When ------------------------------------------- Certificated Notes are presented by a Holder to the Note Registrar with a request request: (x) to register the transfer of the Certificated Notes Notes; or (y) to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; providedPROVIDED, howeverHOWEVER, that the Certificated Notes -------- ------- presented or surrendered for registration register of transfer or exchange: : (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar, Registrar duly executed by the such Holder thereof or by such Holder's his attorney, duly authorized in writing; and and (ii) in the case of Legended Notes a Certificated Note that are Certificated Notesis a Transfer Restricted Note, such request shall be accompanied by the following additional information and documents, as applicable: : (1A) if such Legended Transfer Restricted Note is being delivered to the Registrar by a Noteholder Holder for registration in the name of such NoteholderHolder, without transfer, a certification to that effect from such Noteholder Holder (in substantially the form of Exhibit C hereto) and, at the option of the Company or the Registrar, an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Registrar to the effect that effectsuch transfer is in compliance with the Securities Act; or or (2B) if such Legended Transfer Restricted Note is being transferred to a Qualified Institutional Buyer "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act Act, an institutional "accredited investor" (as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act) that, prior to such transfer, furnishes the Trustee a signed letter containing certain representations and agreements relating to the transfer of the Notes, or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act 144, Rule 903 or a transaction meeting the requirements of Rule 904 under the Securities Act ("Regulation S") or ------------ pursuant to an effective registration statement under the Securities Act, a certification to that effecteffect from such Holder (in substantially the form of Exhibit C hereto) and, at the option of the Company or the Registrar, an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act; or or (3C) if such Legended Transfer Restricted Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C hereto) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Registrar to the effect that such transfer does not require registration under is in compliance with the Securities Act.

Transfer and Exchange of Certificated Notes. When ------------------------------------------- Certificated Notes are presented to the Note Registrar or Co-Registrar with a request to register the transfer of the Certificated Notes or to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Note Registrar or Co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Certificated Notes -------- ------- presented or surrendered for registration of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar or Co-Registrar, duly executed by the Holder thereof or by such Holder's ’s attorney, duly authorized in writing; and (ii) in the case of Legended Notes that are Certificated Notes, shall be accompanied by the following additional information and documents, as applicable: (1A) if such Legended Note is being delivered to the Registrar or Co-Registrar by a Noteholder for registration in the name of such Noteholder, without transfer, a certification from such Noteholder to that effecteffect (in substantially the form of Exhibit B hereto); or (2B) if such Legended Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or a transaction meeting the requirements of Rule 904 Regulation S under the Securities Act ("“Regulation S"”) or ------------ pursuant to an effective registration statement under the Securities Act, a certification to that effecteffect (in substantially the form of Exhibit B hereto); or (3C) if such Legended Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, a certification to that effect affect (in substantially the form of Exhibit B hereto) and an Opinion of Counsel to the effect that such transfer does not require registration under the Securities ActAct (in substantially the form of Exhibit C hereto).