Common use of Restricted Notes Clause in Contracts

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear a restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (B) such Note was transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth in this Indenture (including in on the face of each Restricted Notes Legend) and will bear a restricted CUSIP number for Note pursuant to Section 204, unless compliance with the Notes unless such restrictions on transfer are eliminated or otherwise Transfer Restrictions shall be waived by written consent of the Company (including without limitationand the Guarantor in writing delivered to the Trustee. Subject to the following paragraph, by the Company’s delivery of the Free Transferability Certificate as provided herein), Transfer Restrictions shall cease and each Holder of a terminate with respect to any particular Restricted Note, by such Holder’s acceptance of and the applicable Restrictive Legend shall be removed from such Restricted Note, will be deemed to be bound in the Company’s sole discretion and upon delivery of a Company Order by the applicable restrictions on transfer applicable Company to the Trustee upon receipt by the Company of evidence satisfactory to it that, as of the date of determination, such Restricted Note. Note has been transferred by the Holder (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2a) pursuant to a an exemption from registration statement that was effective under the Securities Act at the time of such transfer; or (Bif available) such Note was transferred or (b) pursuant to the exemption from an effective registration provided by Rule 144 or any similar provision then in force statement under the Securities Act; or . In the case of clause (C) a), the Company delivers written notice to or the Trustee and may require the Registrar delivery of any documents or other evidence (including, without limitation, by the Company’s delivery an Opinion of the Free Transferability Certificate as provided hereinCounsel experienced in matters of United States federal securities laws) stating that the Restricted Notes Legend may Company or the Trustee, in its sole discretion, deems necessary or appropriate to evidence compliance with any such exemption. All references in the preceding sentence to any regulation, rule or provision thereof shall be removed from such Note and all Applicable Procedures have been complied with; (iii) deemed also to refer to any successor provisions thereof. In addition, until the Resale Restriction Termination Date: Company may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion of Counsel, if any, and an Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. Notwithstanding the preceding paragraph, the Company may, in its sole discretion, terminate the Transfer Restrictions with respect to, and instruct the Trustee by Company Order to remove a Restrictive Legend from, any Restricted Global Note or any Regulation S Global Note after determining that such Restricted Legend is no longer required under applicable securities laws (A) no transfer which determination shall be set forth in such Company Order), in each case without delivering an Officer’s Certificate or Opinion of any Note will be registered by Counsel to the Registrar unless Trustee. At the transferring Holder delivers a notice substantially in the form request of the Form Holder and upon the surrender of Assignment and Transfersuch Restricted Note, together with Guarantees of the appropriate box checkedGuarantor annexed thereto or endorsed thereon, to the Trustee and the Company is reasonably satisfied that such transfer complies or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer restrictions set forth of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Restricted Notes Legend; and (B) Trustee in writing of the Registrar will not register any transfer effective date of any Note that is a registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to a Person that is an the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “affiliatetransfer” encompasses any sale, pledge, transfer or other disposition of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferany Notes referred to herein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Company (including without limitationHolder and upon the surrender of such Restricted Notes, by the Company’s delivery together with Guarantees of the Free Transferability Certificate Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as provided herein)to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and each Holder any Note issued upon registration of a Restricted Notetransfer of, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this Third Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 203(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Company (including without limitationHolder and upon the surrender of such Restricted Notes, by the Company’s delivery together with Guarantees of the Free Transferability Certificate Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as provided herein)to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and each Holder any Note issued upon registration of a Restricted Notetransfer of, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this First Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 203(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear a the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note, was transferred (1) to since last held by the Company or a Subsidiary of the Company an affiliate (within the meaning of Rule 144) of the Company, if ever, was transferred (1) to a Person other than (x) the Company or (y) an affiliate (within the meaning of Rule 144) of the Company or a Person that was an affiliate (within the meaning of Rule 144) of the Company within the three months immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or; (B) such Note was transferred (1) to a Person other than (x) the Company or (y) an affiliate (within the meaning of Rule 144) of the Company or a Person that was an affiliate (within the meaning of Rule 144) of the Company within the three months immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with;. (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes LegendTrustee; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company affiliate (within the meaning of Rule 144) of the Company or has been an affiliate (within the meaning of Rule 144) of the Company within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Note Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Company (including without limitationHolder and upon the surrender of such Restricted Notes, by the Company’s delivery together with Guarantees of the Free Transferability Certificate Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as provided herein)to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and each Holder any Note issued upon registration of a Restricted Notetransfer of, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this Second Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 203(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 208, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Company (including without limitationHolder and upon the surrender of such Restricted Notes, by the Company’s delivery together with Guarantees of the Free Transferability Certificate Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 211, any Restricted Note as provided herein)to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and each Holder any Note issued upon registration of a Restricted Notetransfer of, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this Ninth Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 211(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Company (including without limitationHolder and upon the surrender of such Restricted Notes, by the Company’s delivery together with Guarantees of the Free Transferability Certificate Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as provided herein)to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and each Holder any Note issued upon registration of a Restricted Notetransfer of, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this Fourth Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 203(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear a restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (B) such Note was transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the legend (the “Restrictive Legend”) required to be set forth in this Indenture (including in on the face of each Restricted Notes Legend) and will bear a restricted CUSIP number for Note pursuant to Section 203, unless compliance with the Notes unless such restrictions on transfer are eliminated or otherwise Transfer Restrictions shall be waived by written consent of the Company (including without limitationin writing delivered to the Trustee. Subject to the following paragraph, by the Company’s delivery of the Free Transferability Certificate as provided herein), Transfer Restrictions shall cease and each Holder of a terminate with respect to any particular Restricted Note, by such Holder’s acceptance of and the Restrictive Legend shall be removed from such Restricted Note, will be deemed to be bound in the Company’s sole discretion and upon delivery of a Company Order by the applicable restrictions on transfer applicable Company to the Trustee upon receipt by the Company of evidence satisfactory to it that, as of the date of determination, such Restricted Note. Note has been transferred by the Holder (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2a) pursuant to a an exemption from registration statement that was effective under the Securities Act at the time of such transfer; or (Bif available) such Note was transferred or (b) pursuant to the exemption from an effective registration provided by Rule 144 or any similar provision then in force statement under the Securities Act; or . In the case of clause (C) a), the Company delivers written notice to or the Trustee and may require the Registrar delivery of any documents or other evidence (including, without limitation, by an Opinion of Counsel experienced in matters of United States federal securities laws) that the Company’s delivery of , in its sole discretion, deems necessary or appropriate to evidence compliance with any such exemption. All references in the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may preceding sentence to any regulation, rule or provision thereof shall be removed from such Note and all Applicable Procedures have been complied with; (iii) deemed also to refer to any successor provisions thereof. In addition, until the Resale Restriction Termination Date: (A) no transfer of Company may terminate the Transfer Restrictions with respect to, and remove the Restrictive Legend from, any particular Restricted Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment such other circumstances as it determines are appropriate for this purpose and Transfer, with the appropriate box checked, shall deliver to the Trustee an Opinion of Counsel, if any, and an Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. Notwithstanding the preceding paragraph, the Company is reasonably satisfied may, in its sole discretion, terminate the Transfer Restrictions with respect to, and instruct the Trustee by Company Order to remove the Restrictive Legend from, any Restricted Global Note or any Regulation S Global Note after determining that such transfer complies with the transfer restrictions Restricted Legend is no longer required under applicable securities laws (which determination shall be set forth in such Company Order), in each case without delivering an Officer’s Certificate or Opinion of Counsel to the Restricted Notes Legend; and (B) Trustee. At the Registrar will not register any transfer request of any Note that is a the Holder and upon the surrender of such Restricted Note to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 205, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a Person that is an new Note of like aggregate principal amount, but without the Restrictive Legend. Any Restricted Note as to which the Restrictive Legend shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “affiliateRestricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such proposed notice or any Opinion of Counsel. As used in this Section 205(a), the term “transfer” encompasses any sale, as certified in the relevant notice substantially in the form pledge, transfer or other disposition of the Form of Assignment and Transferany Notes referred to herein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear a restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note, Note was transferred to a Person (1) to other than the Company or a Subsidiary an affiliate of the Company (within the meaning of Rule 144) or (2)) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (B) such Note was transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with;. (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” affiliate of the Company or has been an “affiliate” affiliate of the Company (within the meaning of Rule 144) within the three months 90 days immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer offers, Transfers and exchanges provided in the applicable legend(s) required to be set forth in this Indenture (including in on the face of each Restricted Notes Legend) Note pursuant to Exhibit A-1/A-2 and will bear a restricted CUSIP number for the Notes Section 2.02, unless such restrictions on transfer are eliminated or otherwise Transfer shall be waived by the written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein)Issuer, and each the Holder of a each Restricted Note, by such Holder’s 's acceptance thereof, agrees to be bound by such restrictions on Transfer. Whenever any Restricted Note is presented or surrendered for registration of Transfer or for exchange for a Senior Secured Note registered in a name other than that of the Holder, such Restricted Note must be accompanied by an appropriately completed certificate in substantially the form set forth in Exhibit B, in the case of Transfer, or, in the case of any exchange, Exhibit C or as contemplated by Section 2.13(c) (which may be attached to or set forth in the Restricted Note), appropriately completed, dated the date of such surrender and signed by the Holder of such Restricted Note, will be deemed as to be bound by the applicable compliance with such restrictions on transfer applicable Transfer, unless the Issuer shall have notified the Trustee in writing pursuant to this Section 2.07 that there is an effective registration statement under the Securities Act with respect to such Restricted Note. (ii. The Registrar shall not be required to accept for such registration of Transfer or exchange any Restricted Note not so accompanied by a properly completed certificate. Except as otherwise provided in the preceding paragraph, if Senior Secured Notes are issued upon the Transfer, exchange or replacement of Senior Secured Notes bearing a legend or legends setting forth restrictions on Transfer, or if a request is made to remove such legend(s) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such on a Senior Secured Note, was transferred (1the Senior Secured Notes so issued shall bear such legend(s) or such legend(s) shall not be removed, as the case may be, unless the transferor delivers to the Company Issuer such satisfactory evidence (which may include an opinion of independent counsel experienced in matters of United States securities law as may be reasonably satisfactory to the Issuer), as may be reasonably required by the Issuer, that neither such legend(s) nor the restrictions on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A or a Subsidiary of the Company (Rule 144 or Regulation S or that such Senior Secured Notes are not restricted securities within the meaning of Rule 144) or (2) pursuant . Upon provision of such satisfactory evidence to a registration statement that was effective under the Securities Act Issuer, the Trustee, at the time written direction of the Issuer set forth in an Officer's Certificate of the Issuer, shall authenticate and deliver a Senior Secured Note that does not bear such transfer; or (B) such Note was transferred pursuant to legend(s). In the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to absence of bad faith on its part, the Trustee and the Registrar (including, without limitation, by the Company’s delivery may conclusively rely upon such direction of the Free Transferability Certificate as provided herein) stating Issuer in authenticating and delivering a Senior Secured Note that does not bear such legend(s). As used in this Section 2.07(b), the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In additionterm "Transfer" encompasses any sale, until the Resale Restriction Termination Date: (A) no pledge or other transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Senior Secured Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear a restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company Company, the Guarantor or a Subsidiary of the Company Guarantor (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (B) such Note was transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with;. (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Trustee Registrar and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or the Guarantor or has been an “affiliate” of the Company or the Guarantor (within the meaning of Rule 144) within the three months 90 days immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 203, unless compliance with the Transfer Restrictions shall be waived by the Company in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company of evidence satisfactory to it (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or Rule 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company has received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes Legend) to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 205, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and will bear a restricted CUSIP number any Note issued upon registration of transfer of, exchange for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this First Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 205(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or Rule 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Company (including without limitationHolder and upon the surrender of such Restricted Notes, by the Company’s delivery together with Guarantees of the Free Transferability Certificate Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as provided herein)to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and each Holder any Note issued upon registration of a Restricted Notetransfer of, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this First Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 206(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Issuer and the Company in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Issuer and the Company of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officers’ Certificate certifying that the Issuer and the Company have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Issuer and the Company may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an Opinion of Counsel, if any, and Officers’ Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Holder and upon the surrender of such Restricted Notes, together with Guarantees of the Company annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (including without limitationand any Note issued upon registration of transfer of, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this First Supplemental Indenture. The Issuer shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then Opinion of Counsel. As used in force under this Section 203(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. Each Restricted Definitive Note and Restricted Global Note will bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iTHE “SECURITIES ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) Every PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).” The Private Placement Legend set forth above will be removed and a new Note (of like tenor and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes principal amount without such Private Placement Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to executed by the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) Company, and will bear a restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by upon written consent request of the Company (including without limitationtogether with an Officers’ Certificate and an Opinion of Counsel) given at least three Business Days prior to the proposed authentication date, by the Company’s delivery Trustee will authenticate and deliver such new Note to the respective Holder, if legal counsel to the Holder or owner of beneficial interests requesting the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance removal of such Restricted Note, will be deemed Private Placement Legend deliver to be bound by the applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Resale Restriction Termination DateTrustee, any Note will bear Registrar and Paying Agent (if a different Person than the Restricted Notes Legend unless: (ATrustee) such Note, was transferred (1) to and the Company or a Subsidiary an opinion of counsel in compliance with this Indenture and additionally opining that the Company (within restrictive legend can be removed in connection with the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (B) such Note was transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then transfer in force under accordance with the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 2.2, unless compliance with the Transfer Restrictions shall be waived by the Company in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company of evidence satisfactory to it (including which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144 promulgated under the Securities Act, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S, and receipt by the Trustee of an Officer’s Certificate certifying that the Company has received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes Legend) to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 2.3, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and will bear a restricted CUSIP number any Note issued upon registration of transfer of, exchange for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until the Resale Restriction Termination Date, ” for all purposes of this Second Supplemental Indenture. The Trustee shall not be liable for any Note will bear the Restricted Notes Legend unless: (A) action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (B) such Note was transferred pursuant to the exemption from registration provided by Rule 144 notice or any similar provision then opinion of counsel. As used in force under this Section 2.3.1, the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the "Transfer Restrictions") provided in the applicable legend(s) (the "Restrictive Legends") required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Company in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company of evidence satisfactory to it (including which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer's Certificate certifying that the Company has received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an opinion of counsel, if any, and Officer's Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes Legend) to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and will bear a restricted CUSIP number any Note issued upon registration of transfer of, exchange for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a "Restricted Note. (ii) Until " for all purposes of this First Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 203(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm "transfer" encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 3.01, unless compliance with the Transfer Restrictions shall no longer be legally required and the Transfer Restrictions shall be waived by WPP plc in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by WPP plc of evidence satisfactory to it (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred in a transaction satisfying all the requirements of Rule 903 or Rule 904 (as applicable) of Regulation S, and receipt by the Trustee of an Officers’ Certificate certifying that WPP plc has received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, WPP plc may terminate the Transfer Restrictions, subject to applicable law, with respect to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an opinion of counsel, if any, and Officers’ Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes Legend) to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 3.03, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and will bear a restricted CUSIP number any Note issued upon registration of transfer of, exchange for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this First Supplemental Indenture. WPP plc shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 3.03(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 208, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (including which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Notes Legend) Note in such other circumstances as they determine are appropriate for this purpose and will bear a restricted CUSIP number for shall deliver to the Notes unless Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such restrictions on transfer are eliminated or otherwise waived by written consent Note. At the request of the Company (including without limitationHolder and upon the surrender of such Restricted Notes, by the Company’s delivery together with Guarantees of the Free Transferability Certificate Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 210, any Restricted Note as provided herein)to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and each Holder any Note issued upon registration of a Restricted Notetransfer of, by such Holder’s acceptance exchange for or in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this Tenth Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 210(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 2.2, unless compliance with the Transfer Restrictions shall be waived by the Company in this Indenture writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company of evidence satisfactory to it (including which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144 promulgated under the Securities Act, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S, and receipt by the Trustee of an Officer’s Certificate certifying that the Company has received such evidence. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes Legend) to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 2.7, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and will bear a restricted CUSIP number any Note issued upon registration of transfer of, exchange for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance in lieu of such Restricted Note, will be deemed ) shall thereupon cease to be bound by the applicable restrictions on transfer applicable to such a “Restricted Note. (ii) Until ” for all purposes of this First Supplemental Indenture. The Company shall notify the Resale Restriction Termination Date, Trustee in writing of the effective date of any Note will bear the registration statement registering any Restricted Notes Legend unless: (A) such Note, was transferred (1) to the Company or a Subsidiary of the Company (within the meaning of Rule 144) or (2) pursuant to a registration statement that was effective under the Securities Act at and shall ensure that any opinion of counsel received by it in connection with the time removal of such transfer; or (B) such Note was transferred pursuant any Restrictive Legend is also addressed to the exemption from registration provided Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by Rule 144 it in good faith and without negligence on its part in accordance with such notice or any similar provision then opinion of counsel. As used in force under this Section 2.7(a), the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (includingterm “transfer” encompasses any sale, without limitationpledge, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with; (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer or other disposition of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, Notes referred to the Trustee and the Company is reasonably satisfied that such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transferherein. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend.