Common use of Transfer and Exchange of Definitive Notes for Definitive Notes Clause in Contracts

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

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes may be transferred or exchanged in whole or in part, in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Notes in definitive form are presented to accordance with this Section 2.06(e). Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the Registrar with a request: (i) to will register the transfer of such Definitive Notes; or (ii) to or exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominationswhich registration the Issuer will be informed of by such Transfer Agent or such Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or and accompanied by a written instrument instruction of transfer in a form reasonably satisfactory to the Issuer and the Registrar, such Transfer Agent or such Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder thereof of such Definitive Notes does not transfer the entire principal amount of Notes represented by any such Definitive Note, the Transfer Agent or his attorney duly authorized in writing; and the Registrar will cancel or cause to be cancelled such Definitive Note and the Issuer (2who has been informed of such cancellation) shall execute and the Trustee or the authenticating agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Notes in the case of Transfer Restricted Notesappropriate principal amounts. In addition, they are being transferred or exchanged the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) the following provisions of this Section 2.3(a)(22.06(e), . Any Definitive Note may be transferred to and are accompanied by registered in the following additional information and documents, as applicablename of Persons who take delivery thereof in the form of a Definitive Note if the Registrar receives the following: (A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A, then the Registrar by transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in item (1) thereof; (B) if such Definitive Notes are being transferred to the Issuertransfer will be made in reliance on Regulation S, then the transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note)certifications in item (2) thereof; orand (C) if such Definitive Notes are being transferred the transfer will be made pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another any other exemption from the registration requirements of the Securities Act, (x) then the transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Notecertifications required by item (3) and (y) thereof, if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.applicable.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes may be transferred or exchanged in whole or in part, in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Notes in definitive form are presented to accordance with this Section 2.06(e). Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the Registrar with a request: (i) to will register the transfer of such Definitive Notes; or (ii) to or exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominationswhich registration the Issuer will be informed of by such Transfer Agent or such Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or and accompanied by a written instrument instruction of transfer in a form reasonably satisfactory to the Issuer and the Registrar, such Transfer Agent or such Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder thereof of such Definitive Notes does not transfer the entire principal amount of Notes represented by any such Definitive Note, the Transfer Agent or his attorney duly authorized in writing; and the Registrar will cancel or cause to be cancelled such Definitive Note and the Issuer (2who has been informed of such cancellation) shall execute and the Trustee or the authenticating agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Notes in the case of Transfer Restricted Notesappropriate principal amounts. In addition, they are being transferred or exchanged the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) the following provisions of this Section 2.3(a)(22.06(e), . Any Definitive Note may be transferred to and are accompanied by registered in the following additional information and documents, as applicablename of Persons who take delivery thereof in the form of a Definitive Note if the Registrar receives the following: (A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A, then the Registrar by transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in item (1) thereof; (B) if such Definitive Notes are being transferred to the Issuertransfer will be made in reliance on Regulation S, then the transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note)certifications in item (2) thereof; orand (C) if such Definitive Notes are being transferred the transfer will be made pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another any other exemption from the registration requirements of the Securities Act, (x) then the transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Notecertifications required by item (3) and (y) thereof, if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.applicable.

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

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notesif such Definitive Notes bear a restricted securities legend, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A an effective registration statement under the Securities Act or pursuant to clause (A), (B), (C) or (CD) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or (B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); oreffect; (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act Act, (i) a certification to that effect (such certification to be in the form set forth on the reverse of the Initial Note) and (ii) an opinion of counsel or other evidence reasonably satisfactory to the Issuer and the Trustee as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(d)(i); or (ivD) in reliance upon if such Definitive Notes are being transferred pursuant to another available exemption from the registration requirements of the Securities Act, (xi) a the appropriate certification to that effect (in the form set forth on the reverse side of the Initial Note) and (yii) if as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto (including, in the Issuer or case of a transfer to an IAI, a signed letter to the Trustee so requests in connection with transfers described containing certain representations and agreements in the immediately preceding clauses (ii), (iii) or (iv), an Opinion form of Counsel or other evidence reasonably satisfactory to it as Exhibit D to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.Indenture).

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the IssuerCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer Company or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i2.3(e)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and; (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv)requests, an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend legends set forth in Section 2.3(d)(i2.3(f)(i); and (D) in respect of this Appendix A.a transfer of Definitive Notes outside of the United States, (x) a certification that such Definitive Notes are being transferred in accordance with applicable securities laws and (y) if the Issuer so requests, an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with applicable securities laws.

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

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

Transfer and Exchange of Definitive Notes for Definitive Notes. When Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the IssuerIssuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another any other available exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel Counsel, certificates or other evidence reasonably information satisfactory to it the Issuers and the Trustee as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Co-Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Company and the Co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Co-Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the IssuerCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee Company so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv)requests, an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it them as to the compliance with the restrictions set forth in the applicable legend legends set forth in Section 2.3(d)(i2.3(e)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes may be transferred or exchanged in whole or in part, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Notes in definitive form are presented to accordance with this Section 2.06(e). Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the Registrar with a request: (i) to will register the transfer of such Definitive Notes; or (ii) to or exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominationswhich registration the Issuer will be informed of by such Transfer Agent or such Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or and accompanied by a written instrument instruction of transfer in a form reasonably satisfactory to the Issuer and the Registrar, such Transfer Agent or such Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder thereof of such Definitive Notes does not transfer the entire principal amount of Notes represented by any such Definitive Note, the Transfer Agent or his attorney duly authorized in writing; and the Registrar will cancel or cause to be cancelled such Definitive Note and the Issuer (2who has been informed of such cancellation) shall execute and the Trustee or the authenticating agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Notes in the case of Transfer Restricted Notesappropriate principal amounts. In addition, they are being transferred or exchanged the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) the following provisions of this Section 2.3(a)(22.06(e), . Any Definitive Note may be transferred to and are accompanied by registered in the following additional information and documents, as applicablename of Persons who take delivery thereof in the form of a Definitive Note if the Registrar receives the following: (A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A, then the Registrar by transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in item (1) thereof; (B) if such Definitive Notes are being transferred to the Issuertransfer will be made in reliance on Regulation S, then the transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note)certifications in item (2) thereof; orand (C) if such Definitive Notes are being transferred the transfer will be made pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another any other exemption from the registration requirements of the Securities Act, (x) then the transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Notecertifications required by item (3) and (y) thereof, if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.applicable.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Notes that are Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the an Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer Issuers or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion opinion of Counsel counsel or other other] evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i2.3(e)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv)requests, an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it them as to the compliance with the restrictions set forth in the applicable legend legends set forth in Section 2.3(d)(i2.3(e)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Notes in definitive form are presented to the Registrar with Upon request by a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount Holder of Definitive Notes and such Holder's compliance with the provisions of other authorized denominationsthis Section 2.06(e), the Registrar shall register the transfer or make exchange of Definitive Notes. Prior to such registration of transfer or exchange, the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that requesting Holder shall present or surrender to the Registrar the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuer and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and (2) in . In addition, the case of Transfer Restricted Notesrequesting Holder shall provide any additional certifications, they are being transferred or exchanged documents and information, as applicable, pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) the provisions of this Section 2.3(a)(22.06(e), . (i) Restricted Definitive Notes may be transferred to and are accompanied by registered in the following additional information and documents, as applicablename of Persons who take delivery thereof if the Registrar receives the following: (A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A under the Registrar by Securities Act, then the transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in Item (1) thereof; (B) if such Definitive Notes are being transferred the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, a certificate to the Issuer, a certification to that effect (in the form set forth on in Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in Item (2) thereof; (C) if such Definitive Notes are being transferred the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in Item (3)(a) thereof; (D) if the transfer will be made to an Institutional Accredited Investor or (iv) in reliance upon another on any other exemption from the registration requirements of the Securities Act, in either case, other than those listed in subparagraphs (xA), (B) and (C) above, a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side certifications, certificates and Opinion of the Initial NoteCounsel required by Item(3)(d) and thereof, if applicable; (yE) if the Issuer transfer will be made to the Partnership or any of its Subsidiaries, a certificate to the Trustee so requests effect set forth in connection with transfers described Exhibit B hereto, including the certifications in Item (3)(b) thereof; or (F) if the transfer will be made pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in Item (3)(c) thereof. (ii) Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the immediately preceding clauses form of an Unrestricted Definitive Note if: (ii)A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) [intentionally omitted]; or (D) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in Item (iii4) or thereof; (iv2) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in Item (4) thereof; and (3) in each such case set forth in this subparagraph (D), an Opinion of Counsel or other evidence in form reasonably satisfactory to it as acceptable to the Partnership to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions set forth on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable legend set forth blue sky securities laws of any State of the United States. (iii) A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in Section 2.3(d)(i) the form of this Appendix A.an Unrestricted Definitive Note. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. Unrestricted Definitive Notes cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Definitive Note.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Noteform of Note attached as Exhibit A-1 or Exhibit A-2, as applicable, to the Indenture); or (B) if such Definitive Notes are being transferred to the IssuerCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Noteform of Note attached as Exhibit A-1 or Exhibit A-2, as applicable to the Indenture); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) form of Note attached as Exhibit A-1 or Exhibit A-2, as applicable to the Indenture); and (y) if the Issuer or the Trustee Company so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv)requests, an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it them as to the compliance with the restrictions set forth in the applicable legend legends set forth in Section 2.3(d)(i) of this Appendix A.2.3(e)(i).

Transfer and Exchange of Definitive Notes for Definitive Notes. When Notes in definitive form are presented to the Registrar with Upon request by a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount Holder of Definitive Notes and such Holder's compliance with the provisions of other authorized denominationsthis Section 2.06(e), the Registrar shall register the transfer or make exchange of Definitive Notes. Prior to such registration of transfer or exchange, the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that requesting Holder shall present or surrender to the Registrar the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuer and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and (2) in . In addition, the case of Transfer Restricted Notesrequesting Holder shall provide any additional certifications, they are being transferred or exchanged documents and information, as applicable, pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) the provisions of this Section 2.3(a)(22.06(e), . (i) Restricted Definitive Notes may be transferred to and are accompanied by registered in the following additional information and documents, as applicablename of Persons who take delivery thereof if the Registrar receives the following: (A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A under the Registrar by Securities Act, then the transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of EXHIBIT B hereto, including the reverse side of the Initial Note)certifications in item (1) thereof; orand (B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred transfer will be made pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certification to that effect (certificate in the form set forth on of EXHIBIT B hereto, including the reverse side certifications, certificates and Opinion of Counsel required by item (2) thereof, if applicable. (ii) Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Initial NoteExchange Notes or (3) and a Person who is an affiliate (yas defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Issuer or the Trustee so requests in connection with transfers described Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the immediately preceding clauses form of EXHIBIT C hereto, including the certifications in item (ii)l)(a) thereof; (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of EXHIBIT B hereto, including the certifications in item (iii3) or thereof; and (iv3) in each such case set forth in this subparagraph (D), an Opinion of Counsel or other evidence in form reasonably satisfactory to it as acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions set forth on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable legend set forth blue sky securities laws of any State of the United States. (iii) A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in Section 2.3(d)(i) the form of this Appendix A.an Unrestricted Definitive Note. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. Unrestricted Definitive Notes cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Definitive Note.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Notes that are Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the IssuerCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A000X, (iixx) Regulation S, Xxxxxxxxxx X, (iiixxx) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer Company or the Trustee Trustees so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.

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

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

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Issuers and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notesif such Definitive Notes bear a restricted securities legend, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A an effective registration statement under the Securities Act or pursuant to clause (A), (B), (C) or (CD) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); oreffect; (B) if such Definitive Notes are being transferred to the any Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); oreffect; (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act Act, (i) a certification to that effect (such certification to be in the form set forth on the reverse of the Initial Note) and (ii) an opinion of counsel or other evidence reasonably satisfactory to the Issuers and the Trustee as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(d)(i); or (ivD) in reliance upon if such Definitive Notes are being transferred pursuant to another available exemption from the registration requirements of the Securities Act, (xi) a the appropriate certification to that effect (in the form set forth on the reverse side of the Initial Note) and (yii) if as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto (including, in the Issuer or case of a transfer to an IAI, a signed letter to the Trustee so requests in connection with transfers described containing certain representations and agreements in the immediately preceding clauses (ii), (iii) or (iv), an Opinion form of Counsel or other evidence reasonably satisfactory to it as Exhibit C to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.Indenture).

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i1) to register the transfer of such Definitive Notes; or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they that are being transferred or exchanged pursuant to Section 2.3(b2.06(b) of this Appendix A or pursuant to clause (Ai), (Bii) or (Ciii) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documents, as applicable: (Ai) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (Bii) if such Definitive Notes are being transferred to the IssuerIssuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (Ciii) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer Issuers or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.2.06(f)(1).

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar or a co-registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Issuers and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notesif such Definitive Notes bear a restricted securities legend, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A an effective registration statement under the Securities Act or pursuant to clause (A), (B), (C) or (CD) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or (B) if such Definitive Notes are being transferred to the any Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); oreffect; (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act Act, (i) a certification to that effect (such certification to be in the form set forth on the reverse of the Initial Note) and (ii) an opinion of counsel or other evidence reasonably satisfactory to the Issuers and the Trustee as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(d)(i); or (ivD) in reliance upon if such Definitive Notes are being transferred pursuant to another available exemption from the registration requirements of the Securities Act, (xi) a the appropriate certification to that effect (in the form set forth on the reverse side of the Initial Note) and (yii) if as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto (including, in the Issuer or case of a transfer to an IAI, a signed letter to the Trustee so requests in connection with transfers described containing certain representations and agreements in the immediately preceding clauses (ii), (iii) or (iv), an Opinion form of Counsel or other evidence reasonably satisfactory to it as Exhibit D to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.Indenture).

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form of a Series are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of such Series (or, in the case of a Series I Note Exchange, an equal aggregate principal amount of Definitive Notes constituting Series II Notes and, if applicable in a partial Series I Note Exchange, Series I Notes) of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and; (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to Section 2.3(b2.2(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2)otherwise in accordance with the Restricted Notes Legend, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (the transferor in the form set forth provided on the reverse side of the Initial Note)Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; orand (B3) if in the case of a Series I Note Exchange, the Holder of the Series I Note subject to such Definitive Notes are being transferred Series I Note Exchange shall have provided to the Issuer, Trustee a certification to that effect (by such Holder in the form set forth on of Exhibit B to this Indenture with respect to the reverse side of the Initial Note); or (C) if such Definitive Series II Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee so requests be issued in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.therewith.

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

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Definitive Notes that are Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the an Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer Issuers or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i2.3(e)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv)requests, an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend legends set forth in Section 2.3(d)(i2.3(f)(i); and (D) in respect of this Appendix A.a transfer of Definitive Notes outside of the United States, (x) a certification that such Definitive Notes are being transferred in accordance with applicable securities laws and (y) if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with applicable securities laws.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred (I) pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, or (II) in reliance upon an exemption from the prospectus requirements of Canadian Securities Legislation, if applicable, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documentsdocuments in form reasonably satisfactory to the Company and the Registrar, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the IssuerCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) S or Rule 144 under the U.S. Securities Act or (iv) in reliance upon another exemption from the registration requirements of the U.S. Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee Company so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv)requests, an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i2.3(e)(i) of this Appendix A.

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

Transfer and Exchange of Definitive Notes for Definitive Notes. When Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2)below, and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the IssuerIssuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred (I) pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, or (II) in reliance upon an exemption from the prospectus requirements of Canadian Securities Legislation, if applicable, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer Issuers or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv), an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend set forth in Section 2.3(d)(i) of this Appendix A.

Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes in definitive form are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted any Note other than an Unrestricted Notes, they are being transferred or exchanged pursuant to Section 2.3(b) of this Appendix A or pursuant to clause (A), (B) or (C) of this Section 2.3(a)(2), and are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with (i) Rule 144A, (ii) Regulation S, (iii) Rule 144 under the Securities Act or (iv) in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer or the Trustee so requests in connection with transfers described in the immediately preceding clauses (ii), (iii) or (iv)requests, an Opinion opinion of Counsel counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legend legends set forth in Section 2.3(d)(i) of this Appendix A.1.4(e).