Common use of Exchange of Initial Notes for Exchange Notes Clause in Contracts

Exchange of Initial Notes for Exchange Notes. The Initial Notes may be exchanged for Exchange Notes pursuant to the terms of the Registered Exchange Offer. The Trustee shall make the exchange as follows: (1) The Company shall present the Trustee with an Officers’ Certificate certifying the following: (A) upon issuance of the Exchange Notes, the transactions contemplated by the Registered Exchange Offer have been consummated; and (B) the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by a Global Note or by Global Notes and the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by individual Initial Notes, the name of each Holder of such individual Initial Notes, the principal amount properly tendered in the Registered Exchange Offer by each such Holder and the name and address to which individual Registered Exchange Notes shall be registered and sent for each such Holder. The Trustee, upon receipt of (i) such Officers’ Certificate, (ii) an Opinion of Counsel to the Company addressed to the Trustee of the Notes to the effect that the Exchange Notes have been registered under Section 5 of the Securities Act, and the Indenture has been qualified under the Trust Indenture Act and (iii) an Issuer Order, shall authenticate a Global Note or Global Notes for Exchange Notes in aggregate principal amount equal to the aggregate principal amount of Initial Notes represented by a Global Note or by Global Notes indicated in such Officers’ Certificate as having been properly tendered. If the principal amount of the Global Note or Global Notes for the Exchange Notes is less than the principal amount of the Global Note or Global Notes for the Initial Notes, the Trustee shall make an endorsement on such Global Note or Global Notes for Initial Notes indicating a reduction in the principal amount represented thereby. [RESTRICTED NOTES LEGEND] * These paragraphs should be included only if the Security is a Global Security. ** These paragraphs should be included only if the Security is a Restricted Global Note.

Exchange of Initial Notes for Exchange Notes. The Initial Notes may be exchanged for Exchange Notes pursuant to the terms of the Registered Exchange Offer. The Trustee shall make the exchange as follows: (1) The Company shall present the Trustee with an Officers’ Certificate certifying the following: (A) upon issuance of the Exchange Notes, the transactions contemplated by the Registered Exchange Offer have been consummated; consummated; and (B) the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by a Global Note or by Global Notes and the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by individual Initial Notes, the name of each Holder of such individual Initial Notes, the principal amount properly tendered in the Registered Exchange Offer by each such Holder and the name and address to which individual Registered Exchange Notes shall be registered and sent for each such Holder. The Trustee, upon receipt of (i) such Officers’ Certificate, (ii) an Opinion of Counsel to the Company addressed to the Trustee of the Notes to the effect that the Exchange Notes have been registered under Section 5 of the Securities Act, and the Indenture has been qualified under the Trust Indenture Act and (iii) an Issuer Order, shall authenticate a Global Note or Global Notes for Exchange Notes in aggregate principal amount equal to the aggregate principal amount of Initial Notes represented by a Global Note or by Global Notes indicated in such Officers’ Certificate as having been properly tendered. If the principal amount of the Global Note or Global Notes for the Exchange Notes is less than the principal amount of the Global Note or Global Notes for the Initial Notes, the Trustee shall make an endorsement on such Global Note or Global Notes for Initial Notes indicating a reduction in the principal amount represented thereby. [RESTRICTED NOTES LEGEND] * 1 These paragraphs should be included only if the Security is a Global Security. ** Security 2 These paragraphs should be included only if the Security is a Restricted Global Note.

Exchange of Initial Notes for Exchange Notes. The Initial Notes may be exchanged for Exchange Notes pursuant to the terms of the Registered Exchange Offer. The Trustee shall make the exchange as follows: (1) The Company shall present the Trustee with an Officers’ Certificate certifying the following: (A) upon issuance of the Exchange Notes, the transactions contemplated by the Registered Exchange Offer have been consummated; and (B) the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by a Global Note or by Global Notes and the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by individual Initial Notes, the name of each Holder of such individual Initial Notes, the principal amount properly tendered in the Registered Exchange Offer by each such Holder and the name and address to which individual Registered Exchange Notes shall be registered and sent for each such Holder. The Trustee, upon receipt of (i) such Officers’ Certificate, (ii) an Opinion of Counsel to the Company addressed to the Trustee of the Notes to the effect that the Exchange Notes have been registered under Section 5 of the Securities Act, and the Indenture has been qualified under the Trust Indenture Act and (iii) an Issuer Order, shall authenticate a Global Note or Global Notes for Exchange Notes in aggregate principal amount equal to the aggregate principal amount of Initial Notes represented by a Global Note or by Global Notes indicated in such Officers’ Certificate as having been properly tendered. If the principal amount of the Global Note or Global Notes for the Exchange Notes is less than the principal amount of the Global Note or Global Notes for the Initial Notes, the Trustee shall make an endorsement on such Global Note or Global Notes for Initial Notes indicating a reduction in the principal amount represented thereby. [RESTRICTED NOTES LEGEND] * 1 These paragraphs should be included only if the Security is a Global Security. ** 2 These paragraphs should be included only if the Security is a Restricted Global Note.

Exchange of Initial Notes for Exchange Notes. The Initial Notes may be exchanged for Exchange Notes pursuant to the terms of the Registered Exchange Offer. The Trustee shall make the exchange as follows: (1) : The Company shall present the Trustee with an Officers’ ' Certificate certifying the following: : (Ai) upon issuance of the Exchange Notes, the transactions contemplated by the Registered Exchange Offer have been consummated; and and (Bii) the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by a Global Note or by Global Notes and the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by individual Initial Definitive Notes, the name of each Holder holder of such individual Initial Definitive Notes, the principal amount at maturity properly tendered in the Registered Exchange Offer by each such Holder holder and the name and address to which individual Registered Definitive Notes for Exchange Notes shall be registered and sent for each such Holderholder. The Trustee, upon receipt of (i) such Officers’ ' Certificate, (ii) an Opinion of Counsel to the Company addressed to the Trustee of the Notes (x) to the effect that the Exchange Notes have been registered under Section 5 of the Securities ActAct and the Indenture, and (y) with respect to the Indenture has been qualified under matters set forth in Section 3(p) of the Trust Indenture Act Registration Rights Agreement and (iii) an Issuer a 7 12 Company Order, shall authenticate (A) a Global Note or Global Notes for Exchange Notes in aggregate principal amount equal to the aggregate principal amount of Initial Notes represented by a Global Note or by Global Notes indicated in such Officers’ ' Certificate as having been properly tenderedtendered and (B) Definitive Notes representing Exchange Notes registered in the names of, and in the principal amounts indicated in, such Officers' Certificate. If the principal amount at Stated Maturity of the Global Note or Global Notes for the Exchange Notes is less than the principal amount at Stated Maturity of the Global Note or Global Notes for the Initial Notes, the Trustee shall make an endorsement on such Global Note or Global Notes for the Initial Notes indicating a reduction in the principal amount at maturity represented thereby. [RESTRICTED NOTES LEGEND] * These paragraphs should be included only if The Trustee shall deliver such Definitive Notes for Exchange Notes to the Security is a Global Security. ** These paragraphs should be included only if the Security is a Restricted Global Noteholders thereof as indicated in such Officers' Certificate.