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

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) 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 requirements for such transactions are met; provided that any Definitive Notes presented or surrendered for registration of transfer or exchange (A) 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 his attorney duly authorized in writing; (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(b) if such Definitive Notes are being transferred (i) pursuant to an effective registration statement under the Securities Act; (ii) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (C) in the case of a Restricted Security, such request shall be accompanied by the following additional documents: (i) if such Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect (in substantially the form of Exhibit D attached hereto) and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto); or (ii) if such Restricted Security is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act, other than to a QIB in reliance on Rule 144A or outside the United States to a non-U.S. person in reliance on Regulation S, a certification to that effect (in substantially the form of Exhibit D attached hereto), and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto) and, if requested by the Company or the Trustee, an opinion of counsel reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request request: (1x) to register the transfer of the Definitive Notes Notes; or (2y) 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 requirements for such transactions are met; provided , provided, however, that any the Definitive Notes presented or surrendered for registration register of transfer or exchange exchange: (Ai) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(b) if such Definitive Notes are being transferred (i) pursuant to an effective registration statement under the Securities Act; and (ii) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (C) in the case of a Definitive Note that is a Transfer Restricted SecurityNote, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security Note is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of Exhibit D attached B hereto); or (B) and if such Transfer Restricted Note is being transferred to a letter containing certain representations and agreements "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit E attached B hereto); or (iiC) if such Transfer Restricted Security Note is being transferred to an IAI in reliance on an another exemption from the registration requirements of the Securities Act, other than to a QIB in reliance on Rule 144A or outside the United States to a non-U.S. person in reliance on Regulation S, a certification to that effect from such Holder (in substantially the form of Exhibit D attached hereto), and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached B hereto) and, if requested by the Company and an Opinion of Counsel from such Holder or the Trustee, an opinion of counsel reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act.transferee reasonably

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request request: (1x) to register the transfer of the Definitive Notes Notes; or (2y) 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 requirements for such transactions are metrequested; provided provided, however, that any the Definitive Notes presented or surrendered for registration register of transfer or exchange exchange: (Ai) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by the such Holder thereof or by his attorney or her attorney, duly authorized in writing; (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(b) if such Definitive Notes are being transferred (i) pursuant to an effective registration statement under the Securities Act; and (ii) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (C) in the case of a Definitive Note that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company, a certification to that effect from such Holder (in substantially the form of Exhibit D attached B-3 hereto); (B) and if such Transfer Restricted Security is being transferred to a letter containing certain representations and agreements QIB in accordance with Rule 144A or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit E attached B-3 hereto); or (iiC) if such Transfer Restricted Security is being transferred to an IAI institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); or (D) if such Transfer Restricted Security is being transferred in reliance on an any other exemption from the registration requirements of the Securities Act, other than to a QIB in reliance on Rule 144A or outside the United States to a non-U.S. person in reliance on Regulation S, a certification to that effect from such Holder (in substantially the form of Exhibit D attached hereto), and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached B-3 hereto) and, if requested by the Company and an Opinion of Counsel from such Holder or the Trustee, an opinion of counsel transferee reasonably acceptable to the Company and to the Trustee Registrar to the effect that such transfer is in compliance with the Securities Act.. (c) Transfer of a Beneficial Interest in a Global Note for a Definitive Note. (i) Any Person having a beneficial interest in a Global Note (other than a Regulation S Temporary Global Note) may upon request, subject to the Applicable Procedures, exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary (or Euroclear or Cedel Bank, if applicable) from the Depositary or its nominee on behalf of any Person having a beneficial interest in such Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the Person designated by the Depositary as being the beneficial owner, a certification to that effect from such Person (in substantially the form of Exhibit B-4 hereto); (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B-4 hereto); 19 26 (C) if such beneficial interest is being transferred to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B-4 hereto), or (D) if such beneficial interest is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B-4 hereto) and an Opinion of Counsel from the transferee or the transferor reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act, the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, cause the aggregate principal amount of the applicable Global Note (e.g., the U.S. Global Note or the Regulation S Permanent Global Note) to be reduced accordingly and, following such reduction, the Company and the Guarantors shall execute and, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (ii) Definitive Notes issued in exchange for a beneficial interest in a Global Note (other than a Regulation S Temporary Global Note), as applicable, pursuant to this Section 2.06(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Following any such issuance of Definitive Notes, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Global Note to reflect the transfer. (d)

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) 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 requirements for such transactions are met; provided that any Definitive Notes presented or surrendered for registration of transfer or exchange (A) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by the Holder thereof there of or by his attorney duly authorized in writing; (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(b) if such Definitive Notes are being transferred (i) pursuant to an effective registration statement under the Securities Act; (ii) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (C) in the case of a Restricted Security, such request shall be accompanied by the following additional documents: (i) if such Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect (in substantially the form of Exhibit D attached hereto) and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto); or (ii) if such Restricted Security is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act, other than to a QIB in reliance on Rule 144A or outside the United States to a non-U.S. person in reliance on Regulation S, a certification to that effect (in substantially the form of Exhibit D B attached hereto), and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto) and, if requested by the Company or the Trustee, an opinion of counsel reasonably in a form acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by to a Holder to the Registrar with a request request: (1x) to register the transfer of the such Definitive Notes Notes; or (2y) 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 transactions transaction are met; provided provided, however, that any the Definitive Notes presented or surrendered for registration of transfer or exchange exchange: (Ai) shall be duly endorsed or accompanied by a written instruction instrument of transfer in form reasonably satisfactory to the Registrar Company and the Registrar, duly executed by the Holder thereof or by his its attorney duly authorized in writing; and (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(bii) if such Definitive Notes are required to bear a restricted securities legend, they are being transferred (i) or exchanged pursuant to an effective registration statement under the Securities Act; , pursuant to Section 2.3(b) or pursuant to clause (iiA), (B) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (C) in the case of a Restricted Securitybelow, such request shall be and are accompanied by the following additional information and documents, as applicable: (iA) if such Restricted Security is 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 substantially the form of Exhibit D attached hereto) and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto)effect; or (iiB) if such Restricted Security is Definitive Notes are being transferred to an IAI in reliance on the Company, a certification to that effect; or (C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the registration Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act, other than to a QIB in reliance on Rule 144A or outside the United States to a non-U.S. person in reliance on Regulation S, : (x) a certification to that effect (in substantially the form set forth on the reverse of Exhibit D attached hereto), the Note) and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached heretoy) and, if requested by the Company or the Trusteeso requests, an opinion of counsel or other evidence reasonably acceptable satisfactory to it as to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act.restrictions set forth in the legend set forth in Section 2.3(e)(i). (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Security. A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Security or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar or a co-registrar with a request request: (1x) to register the transfer of the such Definitive Notes Notes; or (2y) 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 transactions transaction are met; provided provided, however, that any the Definitive Notes presented or surrendered for registration of transfer or exchange exchange: (A1) shall be duly endorsed or accompanied by a written instruction instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar or co-registrar, duly executed by the Holder thereof or by his attorney duly authorized in writing; and (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(b2) if such Definitive Notes bear a restricted securities legend, they are being transferred (i) or exchanged pursuant to an effective registration statement under the Securities Act; Act or pursuant to clause (iiA), (B) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (C) in the case of a Restricted Securitybelow, such request shall be and are accompanied by the following additional information and documents, as applicable: (iA) if such Restricted Security is 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 substantially the form of Exhibit D attached hereto) and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto)effect; or (iiB) if such Restricted Security is Definitive Notes are being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act, other than to Issuer or a QIB in reliance on Rule 144A or outside the United States to a non-U.S. person in reliance on Regulation SGuarantor, a certification to that effect effect; or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in substantially the form of Exhibit D attached hereto), and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto) and, if requested by the Company or the Trustee, an opinion of counsel reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance accordance with the Securities Act.Rule 144 under the

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized au thorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that any Definitive Notes presented or surrendered for registration of transfer or exchange (A) 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 his attorney duly authorized in writing; (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(b) if such Definitive Notes are being transferred (i) pursuant to an effective registration statement under the Securities Act; (ii) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (C) in the case of a Restricted Security, such request shall be accompanied by the following additional documents: (i) if such Restricted Security is being delivered to the Registrar Regis trar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect (in substantially the form of Exhibit D attached hereto) and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto); or (ii) if such Restricted Security is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act, other than to a QIB in reliance on Rule 144A or outside the United States to a non-U.S. person in reliance on Regulation S, a certification to that effect (in substantially the form of Exhibit D attached hereto), and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto) and, if requested by the Company or the Trustee, an opinion of counsel reasonably acceptable to the Company Com pany and the Trustee to the effect that such transfer is in compliance with the Securities Act.