Common use of Restricted Notes Clause in Contracts

Restricted Notes. All of the Notes are initially being offered and sold pursuant to the Note Purchase Agreement to Initial Purchasers, all of which are Institutional Accredited Investors, and are initially being issued in the form of an IAI Global Note (which will bear the Global Note Legend and the IAI Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Notes transferred to an Initial Purchaser or a Sponsor Purchaser shall be issued in the form of one or more IAI Global Notes bearing the Global Note Legend and the IAI Note Legend. All Notes transferred by Initial Purchasers or Sponsor Purchasers to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act and in accordance with the Note Purchase Agreement, other than any such Notes transferred by Initial Purchasers to Sponsor Purchasers or any such Notes that are offered and sold to the Initial Purchasers or any Sponsor Purchasers, shall be issued in the form of one or more Restricted Global Notes (which will bear the Global Note Legend and the Restricted Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the IAI Global Notes and the Restricted Global Notes may from time to time be increased or decreased -11- by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

Restricted Notes. All of the Notes are initially being offered and sold pursuant to the Note Purchase Agreement to the Initial Purchasers, all of which are Institutional Accredited Investors, and are initially being issued in the form of an IAI Global Note (which will bear the Global Note Legend, the OID Legend and the IAI Note Legend set forth in Exhibit A hereto), which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its the Depositary’s nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Notes transferred to an Initial Purchaser or a Sponsor Purchaser shall be issued in the form of one or more IAI Global Notes bearing the Global Note Legend and the IAI Note Legend. Co. All Notes transferred by Initial Purchasers or Sponsor Purchasers to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act and in accordance with the Note Purchase Agreement, other than any such Notes transferred by Initial Purchasers to Sponsor Purchasers or any such Notes that are offered and sold to the Initial Purchasers or any Sponsor Purchasers, shall be issued in the form of one or more Restricted Global Notes (which will bear the Global Note Legend, the OID Legend and the Restricted Note Legend set forth in Exhibit A hereto), which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. Co. The aggregate principal amount of each of the IAI Global Notes and the Restricted Global Notes may from time to time be increased or decreased -11- by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

Restricted Notes. All of the Notes are initially being offered and sold pursuant to the Note Purchase Agreement to Initial Purchasers, all of which are Institutional Accredited Investors, and are initially being issued in the form of an IAI Global Note (which will bear the Global Note Legend and the IAI Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Notes transferred to an Initial Purchaser or a Sponsor Purchaser shall be issued in the form of one or more IAI Global Notes bearing the Global Note Legend and the IAI Note Legend. All Notes transferred by Initial Purchasers or Sponsor Purchasers to qualified institutional buyers as defined in Rule 144A (collectively, “"QIBs” " or individually, each a “"QIB”") in reliance on Rule 144A under the Securities Act and in accordance with the Note Purchase Agreement, other than any such Notes transferred by Initial Purchasers to Sponsor Purchasers or any such Notes that are offered and sold to the Initial Purchasers or any Sponsor Purchasers, shall be issued in the form of one or more Restricted Global Notes (which will bear the Global Note Legend and the Restricted Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the IAI Global Notes and the Restricted Global Notes may from time to time be increased or decreased -11- by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.. 11

Restricted Notes. All of the Notes are initially being offered and sold pursuant to the Note Purchase Agreement Initial Holder Agreements to Initial Purchasersthe Purchaser, all of which are is an Institutional Accredited InvestorsInvestor, and are initially being issued in the form of an IAI Global Certificated Note (which will bear the Global Note Legend and the IAI Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Notes transferred prior to an Initial Purchaser or a Sponsor Purchaser the Permitted Transfer Date shall be issued in the form of one or more IAI Global Certificated Notes bearing the Global Note Legend and the IAI Note Legend. All Notes transferred by Initial Purchasers or Sponsor Purchasers after the Permitted Transfer Date to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act and in accordance with the Note Purchase Agreement, other than any such Notes transferred by Initial Purchasers to Sponsor Purchasers or any such Notes that are offered and sold to the Initial Purchasers or any Sponsor Purchasers, shall be issued in the form of one or more Restricted Global Notes (which will bear the Global Note Legend and the Restricted Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the IAI Global Notes and the Restricted Global Notes may from time to time be increased or decreased -11- by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

Restricted Notes. All of the Notes are initially being offered and sold pursuant to the Note Purchase Agreement to Initial Purchasers, all of which are Institutional Accredited Investors, and are initially being issued in the form of an IAI Global Note (which will bear the Global Note Legend and the IAI Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Notes transferred to an Initial Purchaser or a Sponsor Purchaser shall be issued in the form of one or more IAI Global Notes bearing the Global Note Legend and the IAI Note Legend. All Notes transferred by Initial Purchasers or Sponsor Purchasers to qualified institutional buyers as defined in Rule 144A (collectively, “"QIBs” " or individually, each a “"QIB”") in reliance on Rule 144A under the Securities Act and in accordance with the Note Purchase Agreement, other than any such Notes transferred by Initial Purchasers to Sponsor Purchasers or any such Notes that are offered and sold to the Initial Purchasers or any Sponsor Purchasers, shall be issued in the form of one or more Restricted Global Notes (which will bear the Global Note Legend and the Restricted Note Legend set forth in Exhibit A hereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the IAI Global Notes and the Restricted Global Notes may from time to time be increased or decreased -11- by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.