Common use of Transfers of Certificated Securities for Beneficial Interest in Global Securities Clause in Contracts

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), which required such exchange shall cease to exist, the Company shall send notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Registrar with a request: (x) to register the transfer of such Certificated Securities to a person who shall take delivery thereof in the form of a beneficial interest in a Global Security of such Series; or (y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security of such Series, which beneficial interests shall be owned by the Holder transferring such Certificated Securities, the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Custodian to cause, the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security of such Series; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed and accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory to the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing.

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that If Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), 2.15(a)(i) which required such exchange shall cease to exist, the Company shall send mail notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Registrar with a request: : (xi) to register the transfer of such Certificated Securities to a person Person who shall will take delivery thereof in the form of a beneficial interest in a Global Security of such Series; or Security, or (yii) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities, the Registrar shall register the transfer or make the exchange as requested by canceling cancelling such Certificated Security and causing, or directing the Custodian to cause, causing the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall shall, upon receipt of a Company Order (which the Company agrees to deliver without unreasonable delay) authenticate and deliver a new Global Security of such SeriesSecurity; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed and or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in accordance with the form included in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory proviso to the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writingSection 2.08(a).

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that If Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), which required such exchange shall cease to exist, the Company shall send notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Security Registrar with a request: : (x1) to register the transfer of such Certificated Securities to a person who shall will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security of such Serieswill be a Restricted Global Security or an Unrestricted Global Security; or or (y2) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities), the Security Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Securities Custodian to cause, the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security of such SeriesSecurity; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange exchange: (3) shall be duly endorsed and or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenture; (4) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an assignment Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or (B) if such Restricted Certificated Security is being transferred pursuant to (i) an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), and, if applicablethe Company or the Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer certificate each is in compliance with the Securities Act; (5) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form included set forth in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory Transfer Certificate) to the Registrar, duly executed by effect that such Restricted Certificated Security is being transferred to a person the Holder thereof reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A; and (6) in the case of an Unrestricted Certificated Security to be transferred or its attorney duly authorized exchanged for a beneficial interest in writingan Unrestricted Global Security, such request need not be accompanied by any additional information or documents.

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that If Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), which required such exchange shall cease to exist, the Company shall send notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Security Registrar with a request: : (x1) to register the transfer of such Certificated Securities to a person who shall will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security of such Serieswill be a Restricted Global Security or an Unrestricted Global Security; or or (y2) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities), the Security Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Securities Custodian to cause, the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security of such SeriesSecurity; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange exchange: (1) shall be duly endorsed and or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 3.5 of the Indenture; (2) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an assignment Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or (B) if such Restricted Certificated Security is being transferred pursuant to (i) an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), and, if applicablethe Company or the Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer certificate each is in compliance with the Securities Act; (3) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form included set forth in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory Transfer Certificate) to the Registrar, duly executed by effect that such Restricted Certificated Security is being transferred to a person the Holder thereof reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A; and (4) in the case of an Unrestricted Certificated Security to be transferred or its attorney duly authorized exchanged for a beneficial interest in writingan Unrestricted Global Security, such request need not be accompanied by any additional information or documents.

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), 102(a)(1) hereof which required such exchange shall cease have ceased to exist, the Company shall send mail notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Registrar with a request: : (x1) to register the transfer of such Certificated Securities to a person who shall will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security of such Serieswill be a Restricted Global Security or an Unrestricted Global Security; or or (y2) to exchange such Certificated Securities for an equal principal amount Principal Amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities), the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Security Custodian to cause, the aggregate principal amount Principal Amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security of such SeriesSecurity; providedPROVIDED, howeverHOWEVER, that the Certificated Securities presented or surrendered for registration of transfer or exchange exchange: (A) shall be duly endorsed and or accompanied by a written instrument of transfer in accordance with the first paragraph of Section 2.08 of the Indenture; (B) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an assignment Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable: (i) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or (ii) if such Restricted Certificated Security is being transferred pursuant to (x) an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (y) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (y), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from such Holder, and, in the case of each of (x) and (y), if applicablethe Company or the Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer certificate each is in compliance with the Securities Act; (C) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form included set forth in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory Transfer Certificate) to the Registrar, duly executed by effect that such Restricted Certificated Security is being transferred to (i) a person the Holder thereof reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A or its attorney duly authorized (ii) a non- U.S. person in writingan offshore transaction under Regulation S under the Securities Act, and, in the case of (ii), if the Company or the Trustee so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the Securities Act; and (D) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in an Unrestricted Global Security, such request need not be accompanied by any additional information or documents.

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that If Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), which required such exchange shall cease to exist, the Company shall send notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Security Registrar with a request: : (x1) to register the transfer of such Certificated Securities to a person who shall will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security of such Serieswill be a Restricted Global Security or an Unrestricted Global Security; or or (y2) to exchange such Certificated Securities for an equal principal amount Principal Amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities (PROVIDED that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities), the Security Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Securities Custodian to cause, the aggregate principal amount Principal Amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security of such SeriesSecurity; providedPROVIDED, howeverHOWEVER, that the Certificated Securities presented or surrendered for registration of transfer or exchange exchange: (3) shall be duly endorsed and or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 3.5 of the Indenture; (4) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an assignment Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); (B) if such Restricted Certificated Security is being transferred pursuant to (i) an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from such Holder (in substantially the form set forth in item 3(a) of the Transfer Certificate, and, if applicablethe Company or the Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer certificate each is in compliance with the Securities Act; or (C) if such Restricted Security is being transferred pursuant to and in accordance with Rule 903 or 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in item 3(b) of the Transfer Certificate); (5) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form included set forth in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory Transfer Certificate) to the Registrar, duly executed by effect that such Restricted Certificated Security is being transferred to a person the Holder thereof reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A; and (6) in the case of an Unrestricted Certificated Security to be transferred or its attorney duly authorized exchanged for a beneficial interest in writingan Unrestricted Global Security, such request need not be accompanied by any additional information or documents.

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that If Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), which required such exchange shall cease to exist, the Company shall send notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Registrar the Trustee with a request: : (x1) to register the transfer of such Certificated Securities to a person who shall will take delivery thereof in the form of a beneficial interest in a Global Security of the same series of Notes, which request shall specify whether such SeriesGlobal Security will be a Restricted Global Security or an Unrestricted Global Security; or or (y2) to exchange such Certificated Securities for an equal principal amount Principal Amount of beneficial interests in a Global Security of such Seriesthe same series of Notes, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities), the Registrar Trustee shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Custodian to cause, causing the aggregate principal amount Principal Amount of the applicable Global Security of such series of Notes to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security for the applicable series of such SeriesNotes; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange exchange: (3) shall be duly endorsed and or accompanied by a written instrument of transfer meeting the requirements the fifth paragraph of Section 3.05 of the Indenture; (4) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an assignment Unrestricted Global Security of the same series of Notes, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or (B) if such Restricted Certificated Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from such Holder (in substantially the form set forth in item 3(a) of the Transfer Certificate, and, if applicablethe Company, the Trustee or the Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer certificate each is in compliance with the Securities Act; (5) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security of the same series of Notes, such request shall be accompanied by a certification from such Holder (in substantially the form included set forth in the Board ResolutionTransfer Certificate) to the effect that such Restricted Certificated Security is being transferred either (a) to a person the Holder reasonably believes is a QIB (which, supplemental indenture in the case of an exchange, shall be such Holder) in accordance with Rule 144A or Officers’ Certificate authorizing the applicable Securities, (b) if such Restricted Security is being transferred pursuant to and in each accordance with Rule 903 or 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in item 3(b) of the Transfer Certificate); and (6) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in a form satisfactory to an Unrestricted Global Security of the Registrarsame series of Notes, duly executed such request need not be accompanied by the Holder thereof any additional information or its attorney duly authorized in writingdocuments.

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that If Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), 2.14(a)(i) which required such exchange shall cease to exist, the Company shall send mail notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Registrar with a request: : (xi) to register the transfer of such Certificated Securities to a person Person who shall will take delivery thereof in the form of a beneficial interest in a Global Security of such Series; or Security, or (yii) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities, the Registrar shall register the transfer or make the exchange as requested by canceling cancelling such Certificated Security and causing, or directing the Custodian to cause, causing the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall shall, upon receipt of a Company Order (which the Company agrees to deliver without unreasonable delay) authenticate and deliver a new Global Security of such SeriesSecurity; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed and or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in accordance with the form included in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory proviso to the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writingSection 2.08(a).

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), which 2.12(b) that required such exchange shall cease to exist, the Company shall send mail notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Registrar with a request: : (xi) to register the transfer of such Certificated Securities to a person who shall will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security of such Serieswill be a Restricted Global Security or an Unrestricted Global Security; or or (yii) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities; provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities, the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Securities Custodian to cause, the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security of such SeriesSecurity; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange exchange: (A) shall be duly endorsed and or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.06(a); (B) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an assignment Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable: (1) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or (2) if such Restricted Certificated Security is being transferred pursuant to (i) an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (2), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), and, if applicablethe Company or the Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer certificate is in compliance with the registration requirements of the Securities Act; (C) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A; (D) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in an Unrestricted Global Security, such request need not be accompanied by any additional information or documents; and (E) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Unrestricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A. (i) Except as permitted by the following paragraphs (ii) and (iii), each Global Security and Certificated Security (and all Securities issued in exchange therefor or upon registration of transfer or replacement thereof) shall bear a Legend as required by Section 2.12(a) (each a "TRANSFER RESTRICTED SECURITY" for so long as it is required by this Indenture to bear such legend). Each Transfer Restricted Security shall have attached thereto a Transfer Certificate in substantially the form called for by Exhibit B hereto. (ii) Upon any sale or transfer of a Transfer Restricted Security (w) after the expiration of the holding period applicable to sales of the Securities under Rule 144(k) of the Securities Act, (x) pursuant to Rule 144, (y) pursuant to an effective registration statement under the Securities Act or (z) pursuant to any other available exemption (other than Rule 144A) from the registration requirements of the Securities Act and as a result of which, in the case of a Security transferred pursuant to this paragraph (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144: (A) in the case of any Restricted Certificated Security, any Registrar shall permit the Holder thereof to exchange such Restricted Certificated Security for an Unrestricted Certificated Security, or (under the circumstances described in Section 2.12(f)) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form included of a beneficial interest in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securitiesan Unrestricted Global Security, and in each case shall rescind any restriction on the transfer of such Security; provided, however, that the Holder of such Restricted Certificated Security shall, in connection with such exchange or transfer, comply with the other applicable provisions of this Section 2.12; and (B) in the case of any beneficial interest in a Restricted Global Security, the Trustee shall permit the beneficial owner thereof to transfer such beneficial interest to a transferee who shall take such interest in the form satisfactory of a beneficial interest in an Unrestricted Global Security and shall rescind any restriction on transfer of such beneficial interest; provided, that such Unrestricted Global Security shall continue to be subject to the Registrarprovisions of Section 2.12(b); and provided, duly executed further, that the owner of such beneficial interest shall, in connection with such transfer, comply with the other applicable provisions of this Section 2.12. (iii) Upon the exchange, registration of transfer or replacement of Securities not bearing the Legend described in paragraph (i) above, the Company shall execute, and the Trustee shall authenticate and deliver Securities that do not bear such Legend and that do not have a Transfer Certificate attached thereto. (iv) After the expiration of the holding period pursuant to Rule 144(k) of the Securities Act, the Company may with the consent of the Holder of a Restricted Global Security or Restricted Certificated Security, remove any restriction of transfer on such Security, and the Company shall execute, and the Trustee shall authenticate and deliver Securities that do not bear such legend and that do not have a Transfer Certificate attached thereto. (v) Any certificate representing Common Stock issued upon conversion, exchange or upon repurchase in connection with a Fundamental Change of any Security shall also bear a Legend in substantially the form indicated in Section 2.12(a) above for so long as any such predecessor Security would have been required pursuant to such Section 2.12(a) above to bear such Legend. (vi) Any Securities or shares of Common Stock issued upon the conversion of a Security that are repurchased or owned by the Holder thereof Company or its attorney duly authorized any Subsidiary thereof, may not be resold by the Company or such Subsidiary unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in writinga transaction that results in such Security or Common Stock, as the case may be, no longer being "restricted securities" as defined under Rule 144.

Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that If Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series and, thereafter, the events or conditions specified in Section 2.17(b)(i), 102(a)(1) hereof which required such exchange shall cease have ceased to exist, the Company shall send mail notice to the Trustee and to the Holders of Securities of such Series stating that such Holders may exchange Certificated Securities of such Series for interests in Global Securities of such Series by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities of such Series are presented by a Holder to a Security Registrar with a request: : (x1) to register the transfer of such Certificated Securities to a person who shall will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security of such Serieswill be a Restricted Global Security or an Unrestricted Global Security; or or (y2) to exchange such Certificated Securities for an equal principal amount Principal Amount of beneficial interests in a Global Security of such SeriesSecurity, which beneficial interests shall will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities), the Security Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Security Custodian to cause, the aggregate principal amount Principal Amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then-then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security of such SeriesSecurity; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange exchange: (1) shall be duly endorsed and or accompanied by a written instrument of transfer in accordance with the eighth paragraph of Section 305 of the Indenture; (2) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an assignment Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or (B) if such Restricted Certificated Security is being transferred pursuant to (i) an exemption from the registration requirements of the Securities Act in accordance with Rule 144A or 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a "restricted security" within the meaning of Rule 144, a certification to that effect from such Holder, and, if applicablethe Company or the Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer certificate each is in compliance with the Securities Act; (1) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form included set forth in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory Transfer Certificate) to the Registrar, duly executed by effect that such Restricted Certificated Security is being transferred to (i) a person the Holder thereof or its attorney duly authorized reasonably believes is a QIB (which, in writing.the case of an