Common use of Certificated Note to Certificated Note Clause in Contracts

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Person, such Holder may transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Note properly endorsed for assignment to the transferee and (B) a certificate in the form of Exhibit C-8 attached hereto given by the proposed transferee, then the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor), and in Authorized Denominations. If a Holder of one or more Certificated Notes wishes at any time to exchange such Certificated Notes for one or more Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange), then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominations.

Certificated Note to Certificated Note. If a Holder of a Certificated certificated Note wishes at any time to transfer such Certificated certificated Note to another Person, such Holder Noteholder may transfer, or cause the transfer of, such Certificated certificated Note as provided below. Upon receipt by the Purchase Money Notes Note Registrar of (A) such HolderNoteholder’s Certificated certificated Note properly endorsed for assignment to the transferee and (B) a certificate in such certificates and other documents that the form of Exhibit C-8 attached hereto Trustee may require given by the proposed transferee, then the Purchase Money Notes Note Registrar shall cancel such Certificated certificated Note in accordance with Section 2.162.17, record the transfer in the Purchase Money Notes Note Register in accordance with Section 2.7(a2.12(a) and, upon execution by the CompanyCompany and receipt of a Company Order, authenticate and deliver one or more Certificated certificated Notes bearing the same designation as the certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated certificated Notes surrendered by the transferor), and in Authorized Denominationsauthorized denominations. (j) If a Holder Notes are issued upon the registration of one or more Certificated Notes wishes at any time to exchange such Certificated Notes for one or more Certificated Notes of different outstanding principal amountstransfer, such Holder may exchange or cause replacement of Notes subject to restrictions on transfer and bearing the exchange applicable legends set forth on the forms of Note attached hereto as Exhibit A-1 and Exhibit A-2 (collectively, the “Legend”), or if a request is made to remove such applicable legend on a Note, the Notes so issued shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Company such satisfactory evidence, which may include an Opinion of Counsel acceptable to it, as may be reasonably required by the Company and the Note Registrar, as applicable (and which shall by its terms permit reliance by the Trustee), to the effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or any other applicable law. Upon provision of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by satisfactory evidence, the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) Trustee or the Authenticating Agent, at the written instructions from such Holder designating the number and principal amounts direction of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange)Company, then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16shall, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon after due execution by the Company, authenticate and deliver one a Note that does not bear such applicable legend. If a Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall be reinstated by the Trustee at the written request of the Company. (k) Each Person who becomes a beneficial owner of Notes will be deemed, by its acceptance or more Certificated purchase thereof, to have represented and agreed with the Company and the Trustee as follows: (i) it is purchasing the Notes endorsed for exchange, registered in its own account or an account with respect to which it exercises sole investment discretion and it and any such account is either (a) a QIB and is aware that the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominations.sale to it is being made pursuant

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Person, such Holder may transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Note properly endorsed for assignment to the transferee and (B) a certificate in the form of Exhibit C-8 attached hereto given C-2 hereto, in the case of transfer of Regulation S Certificated Notes, and Exhibit C-3 hereto, in the case of transfer of Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor), and in Authorized Denominations. If a Holder of one or more Rule 144A Certificated Notes wishes at any time to exchange such Rule 144A Certificated Notes for one or more Rule 144A Certificated Notes of different outstanding principal amounts, or if a Holder of one or more Regulation S Certificated Notes wishes at any time to exchange such Regulation S Certificated Notes for one or more Regulation S Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange), then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominations.of

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Person, such Holder may transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Note properly endorsed for assignment to the transferee and (B) a certificate in the form of Exhibit C-8 attached hereto given C-2 to this Agreement, in the case of transfer of Regulation S Certificated Notes, and Exhibit C-3 to this Agreement, in the case of transfer of Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor), and in Authorized Denominations. If a Holder of one or more Rule 144A Certificated Notes wishes at any time to exchange such Rule 144A Certificated Notes for one or more Rule 144A Certificated Notes of different outstanding principal amounts, or if a Holder of one or more Regulation S Certificated Notes wishes at any time to exchange such Regulation S Certificated Notes for one or more Regulation S Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange), then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominations. If a Holder of one or more Rule 144A Certificated Notes wishes at any time to exchange such Rule 144A Certificated Notes for one or more Regulation S Certificated Notes, or if a Holder of one or more Regulation S Certificated Notes wishes at any time to exchange such Regulation S Certificated Notes for one or more Rule 144A Certificated Notes, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange, (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange), and (C) a certificate in the form of Exhibit C-2 to this Agreement, in the case of Regulation S Certificated Notes, and Exhibit C-3 to this Agreement, in the case of Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominations.

Certificated Note to Certificated Note. If a Holder holder of a Certificated Note wishes at any time to transfer such Certificated Note in whole or in part to another Persona person who is to take delivery thereof in the form of a Certificated Note, such Holder may transferholder may, or subject to the restrictions on transfer set forth herein and in such Certificated Note, cause the transfer of, exchange of such Certificated Note as provided belowfor one or more Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount at maturity. Upon receipt by the Purchase Money Notes Registrar Trustee, as Registrar, of (A1) such Holder’s Certificated Note, duly endorsed as provided herein, such Certificated Note properly endorsed for assignment having the applicable box on the Assignment Form of the Certificated Note checked by such holder, (2) instructions from such holder directing the Trustee, as Registrar, to authenticate and deliver one or more Certificated Notes of the same aggregate principal amount at maturity as the Certificated Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (3) if the Certificated Notes of the transferee and (B) are required to bear the Restricted Securities Legend, a certificate in the form of Exhibit C-8 D attached hereto given by such holder stating that holder transferring such Certificated Note reasonably believes that each person acquiring Certificates Notes in such transfer is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and is acquiring such Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or for one or more accounts as to which the transferee exercises sole investment discretion and (5) if the Certificated Notes of the transferee are required to bear the Restricted Securities Legend, a certificate in the form of Exhibit E attached hereto given by the proposed transfereeperson acquiring the Certificated Notes for which such interest is being exchanged, to the effect set forth therein, and (6) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer (unless made in compliance with such requirements) is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Purchase Money Notes Registrar Trustee, as Registrar, shall cancel or cause to be canceled such Certificated Note in accordance with Section 2.16and concurrently therewith, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor)Company shall execute, and in Authorized Denominations. If a Holder of one or more Certificated Notes wishes at any time to exchange such Certificated Notes for the Trustee shall authenticate and deliver, one or more Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the same aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange)at maturity, then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominationsinstructions referred to above.

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Person, such Holder may transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Note properly endorsed for assignment to the transferee and (B) a certificate in the form attached to this Agreement as Exhibit C-2, in the case of transfer of Regulation S Certificated Notes, or Exhibit C-8 attached hereto given C-3, in the case of transfer of Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase Money Notes Registrar shall is to cancel such Certificated Note in accordance with Section 2.1612 of this Annex I, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a4(a) of this Annex I and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts Original Face Amounts designated by the transferee (the aggregate of such principal amounts Original Face Amounts being equal to the aggregate principal amount Original Face Amount of the Certificated Notes surrendered by the transferor), and in Authorized Denominations. If a Holder of one or more Rule 144A Certificated Notes wishes at any time to exchange such Rule 144A Certificated Notes for one or more Rule 144A Certificated Notes of different outstanding principal amountsOriginal Face Amounts, or if a Holder of one or more Regulation S Certificated Notes wishes at any time to exchange such Regulation S Certificated Notes for one or more Regulation S Certificated Notes of different Original Face Amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (AP) such Holder’s Certificated Notes properly endorsed for such exchange and (BQ) written instructions from such Holder designating the number and principal amounts Original Face Amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts Original Face Amounts being equal to the outstanding principal amount Original Face Amount of the Certificated Notes surrendered for exchange), then the Purchase Money Notes Registrar shall is to cancel such Certificated Notes in accordance with Section 2.1612 of this Xxxxx X, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a4(a) of this Annex I and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such HolderXxxxxx, in different outstanding principal amounts Original Face Amounts designated by such Holder and in Authorized Denominations. If a Holder of one or more Rule 144A Certificated Notes wishes at any time to exchange such Rule 144A Certificated Notes for one or more Regulation S Certificated Notes, or if a Holder of one or more Regulation S Certificated Notes wishes at any time to exchange such Regulation S Certificated Notes for one or more Rule 144A Certificated Notes, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (X) such Holder’s Certificated Notes properly endorsed for such exchange, (Y) written instructions from such Holder designating the number and Original Face Amounts of the Certificated Notes to be issued (the aggregate Original Face Amounts being equal to the Original Face Amount of the Certificated Notes surrendered for exchange), and (Z) a certificate in the form attached to this Agreement as Exhibit C-2, in the case of Regulation S Certificated Notes, or Exhibit C-3, in the case of Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase Money Notes Registrar is to cancel such Certificated Notes in accordance with Section 12 of this Xxxxx X, record the exchange in the Purchase Money Notes Register in accordance with Section 4(a) of this Annex I and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Xxxxxx, in different Original Face Amounts designated by such Holder and in Authorized Denominations.

Certificated Note to Certificated Note. If a Holder holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Persona person who is required to take delivery thereof in the form of a Certificated Note, such Holder may transferholder may, or subject to the restrictions on transfer set forth herein and in such Certificated Note, cause the transfer of, exchange of such Certificated Note as provided belowfor one or more Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount at maturity. Upon receipt by the Purchase Money Notes Registrar Trustee, as Registrar, at its office in The City of New York of (A1) such Holder’s Certificated Note, duly endorsed as provided herein, (2) instructions from such holder directing the Trustee, as Registrar, to authenticate and deliver one or more Certificated Notes of the same aggregate principal amount at maturity as the Certificated Note properly endorsed for assignment to be exchanged, such instructions to contain the transferee name or authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (B3) a certificate from the holder of the Certificated Note to be exchanged in the form of Exhibit D attached hereto, (4) a certificate in the form of Exhibit C-8 E attached hereto given by the proposed transfereeperson acquiring the Certificated Notes for which such interest is being exchanged, to the effect set forth therein, and (5) such other certifications, legal opinions or other information as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Purchase Money Notes Registrar Trustee, as Registrar, shall cancel or cause to be cancelled such Certificated Note in accordance with Section 2.16and concurrently therewith, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor)Company shall execute, and in Authorized Denominations. If a Holder of one or more Certificated Notes wishes at any time to exchange such Certificated Notes for the Trustee shall authenticate and deliver, one or more Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the same aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange)at maturity, then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominationsinstructions referred to above.

Certificated Note to Certificated Note. If a Holder holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Persona person who is required to take delivery thereof in the form of a Certificated Note, such Holder may transferholder may, or subject to the restrictions on transfer set forth herein and in such Certificated Note, cause the transfer of, exchange of such Certificated Note as provided belowfor one or more Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount at maturity. Upon receipt by the Purchase Money Notes Registrar Trustee, as Registrar, of (A1) such Holder’s Certificated Note, duly endorsed as provided herein, (2) instructions from such holder directing the Trustee, as Registrar, to authenticate and deliver one or more Certificated Notes of the same aggregate principal amount at maturity as the Certificated Note properly endorsed for assignment to be exchanged, such instructions to contain the transferee name or authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (B3) such certificate having the applicable box on the Assignment Form of the Certificated Note checked by such holder, (4) a certificate in the form of Exhibit C-8 E attached hereto given by the proposed transfereeperson --------- acquiring the Certificated Notes for which such interest is being exchanged, to the effect set forth therein, if requested by the Trustee, and (5) such other certifications, legal opinions or other information as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Purchase Money Notes Registrar Trustee, as Registrar, shall cancel or cause to be canceled such Certificated Note in accordance with Section 2.16and concurrently therewith, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor)Company shall execute, and in Authorized Denominations. If a Holder of one or more Certificated Notes wishes at any time to exchange such Certificated Notes for the Trustee shall authenticate and deliver, one or more Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the same aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange)at maturity, then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominationsinstructions referred to above.

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Person, such Holder may transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Note properly endorsed for assignment to the transferee and (B) a certificate in the form of Exhibit C-8 attached hereto given C-2 to this Agreement, in the case of transfer of Regulation S Certificated Notes, and Exhibit C-3 to this Agreement, in the case of transfer of Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor), and in Authorized Denominations. If a Holder of one or more Rule 144A Certificated Notes wishes at any time to exchange such Rule 144A Certificated Notes for one or more Rule 144A Certificated Notes of different outstanding principal amounts, or if a Holder of one or more Regulation S Certificated Notes wishes at any time to exchange such Regulation S Certificated Notes for one or more Regulation S Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange), then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such HolderXxxxxx, in different outstanding principal amounts designated by such Xxxxxx and in Authorized Denominations. If a Holder of one or more Rule 144A Certificated Notes wishes at any time to exchange such Rule 144A Certificated Notes for one or more Regulation S Certificated Notes, or if a Holder of one or more Regulation S Certificated Notes wishes at any time to exchange such Regulation S Certificated Notes for one or more Rule 144A Certificated Notes, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange, (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange), and (C) a certificate in the form of Exhibit C-2 to this Agreement, in the case of Regulation S Certificated Notes, and Exhibit C-3 to this Agreement, in the case of Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Xxxxxx, in different outstanding principal amounts designated by such Xxxxxx and in Authorized Denominations.