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 to register the transfer of the Definitive Notes or 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 only if the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile): (i) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the following additional information and documents, as applicable: (A) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (B) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request to register the transfer of the Definitive Notes or 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 only if if: (i) the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed and containing a signature guarantee or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile):writing; and (iii) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the Registrar has received the following additional information and documentsdocumentation, as applicable:applicable (all of which may be submitted by facsimile): (A) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto);; or (B) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto);; or (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto), a certification substantially in the form of Exhibit EXHIBIT C hereto from the transfereehereto, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United StatesAct; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonablyreasonably acceptable to the Company and to the Registrar 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 to register the transfer of the Definitive Notes or 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 only if the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile): (i) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the following additional information and documents, as applicable: (A) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto);; or (B) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto);; or (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto), a certification substantially in the form of Exhibit EXHIBIT C hereto from the transfereehereto, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United StatesAct; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonablyreasonably acceptable to the Company and to the Registrar 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 to register the transfer of the Definitive Notes or 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 only if the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile): (i) in the case of Definitive Notes that are Transfer Restricted SecuritiesNotes, such request shall be accompanied by the following additional information and documents, as applicable: (A) 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, or such Transfer Restricted Security Note is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);; or (B) if such Transfer Restricted Security Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto);; or (C) if such Transfer Restricted Security Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto); (D) if such Transfer Restricted Security Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto), a certification from the applicable transferee substantially in the form of Exhibit EXHIBIT C hereto from the transfereehereto, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United StatesAct; or (E) if such Transfer Restricted Security Note is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit EXHIBIT B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonablyreasonably acceptable to the Company and to the Registrar 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 to register the transfer of the Definitive Notes or 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 only if the Definitive Registered Notes are presented or surrendered for registration of transfer or exchange, are endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteeattorney, duly authorized in writing and the Registrar received receives the following documentation (all of which may be submitted by facsimile): (i) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name holder of such Holder, without transfer, or Definitive Notes proposes to exchange such Transfer Restricted Security is being transferred to the Company or any Definitive Note for Definitive Notes of its Subsidiariesother authorized denominations, a certification to that effect certificate from such Holder (holder in substantially the form of Exhibit B-3 EXHIBIT D hereto), including the certifications in item 2(c) thereof; (B) if such Transfer Restricted Security is Definitive Notes are being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification certificate to that the effect from such Holder set forth in EXHIBIT B hereto, including the certifications in item (in substantially the form of Exhibit B-3 hereto)1) thereof; (C) if such Transfer Restricted Security is Definitive Notes are being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification certificate to that the effect from such Holder set forth in EXHIBIT B hereto, including the certifications in item (in substantially the form of Exhibit B-3 hereto)2) thereof; (D) if such Transfer Restricted Security is Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in EXHIBIT B hereto, including the certifications in item (3)(a) thereof; (E) if such Definitive Notes are being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or through (CD) above, a certification certificate to that the effect from such Holder set forth in EXHIBIT B hereto, including the certifications in item (in substantially the form of Exhibit B-3 hereto)3)(d) thereof, a certification substantially in the form of Exhibit C hereto certificate from the transferee, transferee to the effect set forth in EXHIBIT C hereof and, if such transfer is in respect to the extent required by item 3(d) of an aggregate principal amount of Senior Notes of less than $100,000EXHIBIT B, an Opinion of Counsel from the transferee or the transferor reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any state of the United States; (F) if such Definitive Notes are being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in EXHIBIT B hereto, including the certifications in item (3)(b) thereof; or (EG) if such Transfer Restricted Security is Definitive Notes are being transferred in reliance on any other exemption from the to an effective registration requirements of statement under the Securities Act, a certification certificate to that the effect from such Holder set forth in EXHIBIT B hereto, including the certifications in item (in substantially the form of Exhibit B-3 hereto3)(c) and an Opinion of Counsel from such Holder or the transferee reasonablythereof.

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 only if the its requirements for such transactions are met; provided that any Definitive Notes are presented or surrendered for registration of transfer or exchange, are exchange (A) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such the Holder there of or by his attorney and contains a signature guarantee, duly authorized in writing and writing; (B) unless the Registrar received Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the following documentation (all of which may be submitted by facsimile): 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 Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: : (Ai) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 E attached hereto); ; or (Bii) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor IAI in reliance on an exemption from the registration requirements of the Securities Act Act, other than those listed to a QIB in subparagraphs (B) reliance on Rule 144A or (C) aboveoutside 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 B-3 B attached hereto), and a certification letter containing certain representations and agreements (in substantially in the form of Exhibit C hereto from the transferee, E attached hereto) and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000requested by the Company or the Trustee, an Opinion opinion of Counsel counsel in a form acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a the request to register the transfer of the Definitive Notes Notes, 29 or 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 only if its requirements for such transactions are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange, are : (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by such the Holder thereof or by his an attorney and contains a signature guarantee, who is duly authorized in writing and to act on behalf of the Registrar received the following documentation (all of which may be submitted by facsimile):Holder; and (ib) shall, in the case of Definitive Notes that are a Transfer Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Transfer Restricted Security is Securities are 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 or any of its Subsidiaries, a certification from such Holder to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto);; or (Bii) if such Transfer Restricted Security is Securities are being transferred (1) to a QIB "qualified institutional buyer" (as defined in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in accordance with a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto);; or (Ciii) if such Transfer Restricted Security is Securities are being transferred to a Non-U.S. Person in an offshore transaction in accordance with institutional "accredited investor," within the meaning of Rule 904 501(a)(1), (2), (3) or (7) under the Securities ActAct pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); (Div) if such Transfer Restricted Security is Securities are being transferred outside the U.S. to a foreign person pursuant to an Institutional Accredited Investor exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based on an Opinion of Counsel if the Company so requests), certification to that effect from such Holder (in substantially the form of Exhibits B and D hereto); or (v) if such Transfer Restricted Securities are being transferred in reliance on an another exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) abovebased upon an Opinion of Counsel if the Company so requests), a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request to register the transfer of the Definitive Notes or 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 only if if: (i) the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed and containing a signature guarantee or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile):writing; and (iii) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the Registrar has received the following additional information and documentsdocumentation, as applicable:applicable (all of which may be submitted by facsimile): (A) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B-1 hereto);; or ----------- (B) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B-1 hereto);; or ----------- (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B-1 hereto);; or ----------- (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B-1 hereto), a ----------- certification substantially in the form of Exhibit C hereto from the transfereehereto, --------- and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel reasonably acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United StatesAct; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B-1 hereto) and an Opinion of Counsel from such ----------- Holder or the transferee reasonablyto 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 to register the transfer of the such Definitive Notes Notes, or 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 only if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange, are : (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Registrar Company and the Registrar, duly executed by such the Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile):writing; and (iii) in the case of a Definitive Notes Note that are is a Transfer Restricted SecuritiesNote, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security Definitive Note 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 or any of its Subsidiaries, a certification from such Holder to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 heretothe Note);; or (B) if such Transfer Restricted Security Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant Act, a certification to an exemption from registration that effect (in substantially the form set forth on the reverse of the Note); or (C) if such Definitive Note is being transferred in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement Regulation S under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 heretoNote); (D) if such Transfer Restricted Security Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) aboveInvestor, a certification to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 hereto), the Note) accompanied by a certification substantially signed certificate in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable B to this Indenture to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United StatesTrustee; or (E) if such Transfer Restricted Security Definitive Note is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 heretothe Note) and if either the Trustee or the Company so requests, an Opinion of Counsel from satisfactory to the Company and the Trustee to the effect that such Holder or transfer is in compliance with the transferee reasonablySecurities Act.

Transfer and Exchange of Definitive Notes. When If notes in definitive form ("Definitive Notes Notes") are presented by a Holder to the Registrar with a request request: (x) to register the transfer of the Definitive Notes Notes; or (y) 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 only if its requirements for such transactions are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange, are : (i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteesuch Holder's attorney, duly authorized in writing writing; and the Registrar received the following documentation (all of which may be submitted by facsimile): (iii) in the case of a Definitive Notes Note that are is a Transfer Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto); (Bii) if such Transfer Restricted Security is being transferred (1) to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto); (Ciii) if such Transfer Restricted Security is being transferred to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a Non-U.S. Person private placement exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests in the case of a transfer of Notes with an offshore transaction aggregate principal amount of $100,000 or less), a certification to that effect (in substantially the form of Exhibit B hereto) and a certification of the applicable transferee (in substantially the form of Exhibit C hereto); (iv) if such Transfer Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (Ev) if such Transfer Restricted Security is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, Act (and based on an Opinion of Counsel if the Company so requests) a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto) and an Opinion of Counsel from such Holder or the transferee reasonably).

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request to register the transfer of the Definitive Notes or 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 only if the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile): (i) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the following additional information and documents, as applicable: (A) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (B) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonablyreasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Securities Registrar with a request (x) to register the transfer of the such Definitive Notes or (y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Securities Registrar shall register the transfer or make the exchange as requested only if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange, are : (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Registrar Company and the Securities Registrar, duly executed by such the Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile):writing; and (iii) in the case of Definitive Transfer Restricted Notes that are Transfer Restricted SecuritiesDefinitive Notes, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security Note is being delivered to the Securities 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 or any of its Subsidiaries, a certification from such Holder to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 heretothe Note);; or (B) if such Transfer Restricted Security Note is being transferred to a QIB "qualified institutional buyer" (as defined in accordance with Rule 144A under the Securities Act) that is aware that any sale of Notes to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Note for its own account or for the account of another such "qualified institutional buyer," a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Note); or (C) if such Transfer Restricted Note is being transferred pursuant to an exemption from registration in accordance with Rule 144 144, or outside the United States in an offshore transaction in compliance with Rule 904 under the Securities Act Act, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 heretothe Note); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 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 Note is being transferred to an Institutional Accredited Investor in reliance on an another exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) aboveand with all applicable securities laws of the States of the United States, a certification from such Holder to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, Note) and an Opinion of Counsel from the Holder reasonably acceptable to the Company Company, the Trustee and to the Securities Registrar to the effect that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably.

Transfer and Exchange of Definitive Notes. (a) 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 only if its requirements for such transactions are met; provided, that (A) the Definitive Notes are so presented or surrendered for registration of transfer or exchange, are have been duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteeattorney, duly authorized in writing writing, and the Registrar received the following documentation (all of which may be submitted by facsimile): (iB) in the case of if such Definitive Notes that are Transfer Restricted SecuritiesNotes, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) 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, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto);; or (Bii) if such Transfer Restricted Security Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (Eiii) if such Transfer Restricted Security Note is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto) and an Opinion of Counsel from reasonably acceptable to the Company and the Registrar to the effect that such Holder transfer is in compliance with the Securities Act. (b) Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may be exchanged for a beneficial interest in a Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the transferee reasonablyTrustee, together with: (i) written instructions directing the Trustee to make an endorsement on the Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, and (ii) if such Definitive Note is a Restricted Note, a certification (in substantially the form of Exhibit B attached hereto) to the effect that such Definitive Note is being transferred to a QIB in accordance with Rule 144A; in which case the Trustee shall cancel such Definitive Note and cause the aggregate principal amount of Notes represented by the Global Note to be increased accordingly. If no Global Note is then outstanding, the Company shall issue and the Trustee shall authenticate a new Global Note in the appropriate principal amount.

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 only if its requirements for such transactions are met; provided, that the Definitive -------- Notes are so presented or surrendered for registration of transfer or exchange, are (A) have been duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteeattorney, duly authorized in writing writing; and the Registrar received the following documentation (all of which may be submitted by facsimile): (iB) in the case of Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto);; or (Bii) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (Eiii) if such Transfer Restricted Security is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto) and an Opinion opinion of Counsel from counsel reasonably acceptable to the Issuers and the Registrar to the effect that such Holder or transfer is in compliance with the transferee reasonablySecurities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a the request to register the transfer of the Definitive Notes Notes, or 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 only if its requirements for such transactions are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange, are : (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by such the Holder thereof or by his an attorney and contains a signature guarantee, who is duly authorized in writing and to act on behalf of the Registrar received the following documentation (all of which may be submitted by facsimile):Holder; and (ib) shall, in the case of Definitive Notes that are a Transfer Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Transfer Restricted Security is Securities are 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 or any of its Subsidiaries, a certification from such Holder to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto);; or (Bii) if such Transfer Restricted Security is Securities are being transferred (1) to a QIB "qualified institutional buyer" (as defined in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in accordance with a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto);; or (Ciii) if such Transfer Restricted Security is Securities are being transferred to a Non-U.S. Person in an offshore transaction in accordance with institutional "accredited investor," within the meaning of Rule 904 501(a)(1), (2), (3) or (7) under the Securities ActAct pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); (Div) if such Transfer Restricted Security is Securities are being transferred outside the U.S. to a foreign person pursuant to an Institutional Accredited Investor exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based on an Opinion of Counsel if the Company so requests), certification to that effect from such Holder (in substantially the form of Exhibits B and D hereto); or (v) if such Transfer Restricted Securities are being transferred in reliance on an another exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) abovebased upon an Opinion of Counsel if the Company so requests), a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably.

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 only if its requirements for such transactions are met; provided, that the Definitive Notes are so presented or surrendered for registration of transfer or exchange, are (A) have been duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteeor her attorney, duly authorized in writing writing; and the Registrar received the following documentation (all of which may be submitted by facsimile): (iB) in the case of Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Transfer Restricted Security is being delivered to the Registrar exchanged by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 C attached hereto);; or (Bii) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act144A, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 C attached hereto);; or (Ciii) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs which is not a QIB (B) or (C) aboveexcluding Non-U.S. Persons), a certification to that effect from such Holder (in substantially the form of Exhibit B-3 C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United Statesattached hereto); or (Ev) if such Transfer Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 C attached hereto) and an Opinion opinion of Counsel from counsel reasonably acceptable to the Issuer and the Registrar to the effect that such Holder or transfer is in compliance with the transferee reasonablySecurities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Note Registrar with a request (x) to register the transfer of the such Definitive Notes or (y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested only if its reasonable requirements for such transaction are met; PROVIDED, HOWEVER, that the Definitive Notes are presented or surrendered for registration of transfer or exchange, are : (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Registrar Company and the Note Registrar, duly executed by such the Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing and the Registrar received the following documentation (all of which may be submitted by facsimile):writing; and (iii) in the case of Definitive Transfer Restricted Notes that are Transfer Restricted SecuritiesDefinitive Notes, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security Note is being delivered to the Note 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 or any of its Subsidiaries, a certification from such Holder to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 heretothe Note);; or (B) if such Transfer Restricted Security Note is being transferred to a QIB that is aware that any sale of Notes to it shall be made in accordance with reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Note for its own account or for the account of another such QIB a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Note); or (C) if such Transfer Restricted Note is being transferred pursuant to an exemption from registration in accordance with Rule 144 under 144, or outside the Securities Act United States in an offshore transaction in compliance with Rule 904, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 heretothe Note); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 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 Note is being transferred to an Institutional Accredited Investor in reliance on an another exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) aboveand with all applicable securities laws of the States of the United States, a certification from such Holder to that effect from such Holder (in substantially the form set forth on the reverse of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, Note) and an Opinion of Counsel from the Holder reasonably acceptable to the Company Company, the Trustee, and to the Note Registrar to the effect that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably.

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 only if the its requirements for such transactions are met; provided that any Definitive Notes are presented or surrendered for registration of transfer or exchange, are exchange (A) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such the Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing and writing; (B) unless the Registrar received Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the following documentation (all of which may be submitted by facsimile): 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 Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: : (Ai) if such Transfer Restricted Security is being delivered to the Registrar Regis trar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 D attached hereto); (B) if such Transfer Restricted Security is being transferred to and a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder letter containing certain representations and agreements (in substantially the form of Exhibit B-3 E attached hereto); ; or (Cii) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor IAI in reliance on an exemption from the registration requirements of the Securities Act Act, other than those listed to a QIB in subparagraphs (B) reliance on Rule 144A or (C) aboveoutside 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 B-3 D attached hereto), and a certification letter containing certain representations and agreements (in substantially in the form of Exhibit C hereto from the transferee, E attached hereto) and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000requested by the Company or the Trustee, an Opinion opinion of Counsel counsel reasonably acceptable to the Company Com pany and the Trustee to the effect that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably.

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 only if its requirements for such transactions are met; PROVIDED, that the Definitive Notes are so presented or surrendered for registration of transfer or exchange, are (A) have been duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteeattorney, duly authorized in writing writing; and the Registrar received the following documentation (all of which may be submitted by facsimile): (iB) in the case of Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto);; or (Bii) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (Eiii) if such Transfer Restricted Security is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto) and an Opinion opinion of Counsel from counsel reasonably acceptable to the Company and the Registrar to the effect that such Holder or transfer is in compliance with the transferee reasonablySecurities Act.

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 only if its requirements for such transactions are met; provided, that the Definitive Notes are so presented or surrendered for registration of transfer or exchange, are (A) have been -------- duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteeor her attorney, duly authorized in writing writing; and the Registrar received the following documentation (all of which may be submitted by facsimile): (iB) in the case of Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto);; or --------- (Bii) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto);; --------- or (Ciii) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto) and an Opinion opinion of Counsel from counsel --------- reasonably acceptable to the Issuer and the Registrar to the effect that such Holder or transfer is in compliance with the transferee reasonablySecurities Act.

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 only if its requirements for such transactions are met; PROVIDED, that the Definitive Notes are so presented or surrendered for registration of transfer or exchange, are (A) have been duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains a signature guaranteeattorney, duly authorized in writing writing; and the Registrar received the following documentation (all of which may be submitted by facsimile): (iB) in the case of Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto);; or (Bii) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement state- ment under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto); (Ciii) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor ac- credited "institutional investor," as defined in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs Rule 501(a)(1), (B2), (3) or (C7) aboveunder the Securities Act, a certification to that effect from such Holder transferee letter of representations (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000, an Opinion of Counsel acceptable attached as Annex A to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United StatesOffering Circular); or (Eiv) if such Transfer Restricted Security is being transferred in reliance on any other another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 B attached hereto) and an Opinion opinion of Counsel from counsel reasonably acceptable to the Company and the Registrar to the effect that such Holder or transfer is in compliance with the transferee reasonablySecurities Act.

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 only if the its requirements for such transactions are met; provided that any Definitive Notes are presented or surrendered for registration of transfer or exchange, are exchange (A) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Registrar duly executed by such the Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing and writing; (B) unless the Registrar received Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the following documentation (all of which may be submitted by facsimile): 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 Definitive Notes that are Transfer a Restricted SecuritiesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: : (Ai) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 D attached hereto); (B) if such Transfer Restricted Security is being transferred to and a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder letter containing certain representations and agreements (in substantially the form of Exhibit B-3 E attached hereto); ; or (Cii) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor IAI in reliance on an exemption from the registration requirements of the Securities Act Act, other than those listed to a QIB in subparagraphs (B) reliance on Rule 144A or (C) aboveoutside 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 B-3 D attached hereto), and a certification letter containing certain representations and agreements (in substantially in the form of Exhibit C hereto from the transferee, E attached hereto) and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000requested by the Company or the Trustee, an Opinion opinion of Counsel counsel reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request to register the transfer of the Definitive Notes or 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 only if the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney and contains contain a signature guarantee, duly authorized in writing and the Registrar received receives the following documentation (all of which may be submitted by facsimile): (i) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the following additional information and documents, as applicable: (A) 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 or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 EXHIBIT B-1 hereto);; or (B) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 EXHIBIT B-1 hereto);; or (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 EXHIBIT B-1 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 EXHIBIT B-1 hereto), a certification substantially in the form of Exhibit EXHIBIT C hereto from the transfereehereto, and, if such transfer is in respect of an aggregate principal amount of Senior Notes of less than $100,000250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United StatesAct; or (E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 EXHIBIT B-1 hereto) and an Opinion of Counsel from such Holder or the transferee reasonablyreasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act.