Common use of Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes Clause in Contracts

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company, to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating makes any and all certifications in the distribution Letter of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyTransmittal; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer participating in the Exchange Offer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives and the Company receive the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount, and such beneficial interest in a the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note is being exchanged or transferred to be reduced in compliance with any applicable blue sky securities laws of any State of the United Statesa corresponding amount pursuant to Section 2.06(h) hereof.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not in (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i2.07(a) hereof, a holder Holder of a beneficial interest in a Restricted Global Note of a series may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note of such series only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the an applicable Registration Rights Agreement and the holderholder of the beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating makes any and all certifications required in the distribution applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Exchange Notes or (3Applicable Procedures) a Person who is an affiliate (as defined in Rule 144) of the Companymay be required by such Registration Rights Agreement; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the an applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note of such series proposes to exchange such beneficial interest for a Definitive Note of such series that does not bear the Private Placement Legend, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note of such series proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note of such series that does not bear the Private Placement Legend, a certificate from such holder Holder substantially in the form of Exhibit B B-1 hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.07(c)(iii), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to 0, the aggregate principal amount of the applicable Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United StatesNote.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (i), (ii) or (iii) of Section 2.08(a) and satisfaction of the conditions set forth in Section 2.08(b)(ii) hereof and if: (A) such exchange or transfer is effected pursuant to the a Registered Exchange Offer in accordance with the Registration Rights Agreement and the holder, holder of such beneficial interest in the case of an exchange, or the transferee, in the case of a transfer, certifies that it is not (1) a broker-dealeran Exchanging Dealer, (2) a Person participating in the a distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-an Exchanging Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (Dii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clause (i), (ii) or (iii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Series A Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealeran Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Series A Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Series A Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iv) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer or the Co-Issuer; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Issuers to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-broker- dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Series B Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealeran Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Series B Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Series B Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the 2017 A Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealeran Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the 2017 A Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the 2017 A Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the 2017 B Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealeran Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the 2017 B Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the 2017 B Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iv) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the relevant certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.15(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal that (1w) a broker-dealerat the time the Exchange Offer begins, (2) a such Person participating has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes in violation of the provisions of the Securities Act, (x) if such Person is not a broker-dealer, such Person is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, (y)(1) such Person is not an affiliate (as defined in Rule 405) of the Company or (32) a if such Person who is an affiliate (as defined in Rule 144405) of the Company, such Person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (z) any Exchange Notes to be received by such Person will be acquired in the ordinary course of such Persons’ business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or is deemed to have certified if delivery is made through the Applicable Procedures) as may be required by the Registration Rights Agreement that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clauses (i), (ii) or (iii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Company or Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Company or Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable letters of transmittal or through an Agent’s Message through DTC’s Automated Tender Offer Program that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) and in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and ; or (E) such beneficial interest transfer is effected pursuant to an automatic exchange in a Restricted Global Note is being exchanged or transferred in compliance accordance with any applicable blue sky securities laws Section 2.06(j) of any State of the United Statesthis Indenture.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note of either series may exchange such beneficial interest for an Unrestricted Definitive Note of the same series or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note of the same series only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating makes any and all certifications in the distribution applicable Letter of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyTransmittal; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to participating in the Exchange Offer pursuant to an Exchange Offers Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives and the Company receive the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C D hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B C hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note of such series in the appropriate principal amount, and such beneficial interest in a the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note is being exchanged or transferred of such series to be reduced in compliance with any applicable blue sky securities laws of any State of the United Statesa corresponding amount pursuant to Section 2.06(h) hereof.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-broker- dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, --------- including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications --------- in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (1) or (2) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; , or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; , and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i) hereof2.06(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the Registration Rights Agreement that it is not (1i) a broker-dealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C heretoC, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall will take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B heretoB, including the certifications in item (45) thereof; and (3) , in each such case set forth in this subparagraph clause (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar and the Company to the effect that such exchange or transfer is in compliance complies with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(ii), the Company will execute and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee will authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee will reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h), the aggregate principal amount of the applicable Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United StatesNote.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Company, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (1i) a brokerParticipating Broker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company;Issuers; 001214-0006-16616731.1 (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.15(b) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C D hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B C hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not a (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate Affiliate (as defined in Rule 144) of the CompanyIssuers, UCH or UCI; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C heretoD, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B heretoC, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies to the applicable Letter of Transmittal that it is not (1i) a broker-dealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or; (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C attached hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B attached hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and ; or (E) such beneficial interest transfer is effected pursuant to an automatic exchange in a Restricted Global Note is being exchanged or transferred in compliance accordance with any applicable blue sky securities laws Section 2.06(j) of any State of the United Statesthis Indenture.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and SECTION 2.14(f) hereof, and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement or an Additional Notes Registration Rights Agreement, as applicable, and a certificate to the effect set forth in EXHIBIT B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement or an Additional Notes Registration Rights Agreement, as applicable, and a certificate to the effect set forth in EXHIBIT B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or (D) the Registrar receives the following: : (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit EXHIBIT C hereto, including the certifications in item (1)(b) thereof; or or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit EXHIBIT B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph SUBCLAUSE (D), an Opinion of Counsel in form form, and from legal counsel, reasonably acceptable to the Company, Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, and such beneficial interest or transferred to Persons who take delivery thereof in the form of, a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United StatesDefinitive Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Exchange Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Exchange Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Exchange Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i2.6(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the a Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating makes any and all certifications in the distribution applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Exchange Notes or (3Applicable Procedures) a Person who is an affiliate (as defined in Rule 144) of the Companymay be required by such Registration Rights Agreement; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the a Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the an Exchange Offer Registration Statement in accordance with the a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.6(c)(ii) the Issuer shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United StatesNote.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.6(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable letter of transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (DSection 2.6(b)(iii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder32 holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; ; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; ; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder of a A beneficial interest in a Restricted Global Note may exchange such beneficial interest be exchanged for an Unrestricted Definitive Note or may transfer such beneficial interest transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (Aa) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (Bb) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (Cc) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (Dd) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C B hereto, including the certifications in item (1)(b1(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B A hereto, including the certifications in item (4) 4 thereof; and (3) , in each such case set forth in this subparagraph subsection (Dd), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal that (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer Broker‑Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C heretoC, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B heretoB, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company, Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clauses (i), (ii), (iii) or (iv) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealerParticipating Broker Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company, to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal (or similar document) that (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has not arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer broker dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder in the form of Exhibit C heretoC, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder in the form of Exhibit B heretoB, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company, Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Restricted Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in --------- item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; --------- and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the preceding events in 2.06(a)(i) - (v) and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only ifif Definitive Notes are then issuable under Section 2.01(a) hereof and: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clause (i), (ii) or (iii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws . Table of any State of the United States.Contents

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in the second sentence of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.15(b) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C D hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B C hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Exchange and Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Exchange and Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the Exchange Offer Registration Statement in accordance with the Exchange and Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) --------- thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B --------- hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement or the Market Making Shelf Registration Statement, in each case, in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement Agreement, and the holderholder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3ii) a Person who is an affiliate (as defined in Rule 144) Affiliate of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C heretoD, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B heretoC, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for to a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C heretoC, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B heretoB, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person person participating in the distribution of the Exchange Notes or (3) a Person person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar, the Company or the Trustee so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, the Trustee or the Company, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof the- reof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer Offer, if any, in accordance with the a Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerBroker-dealerDealer who acquired directly from the Issuer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the a Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the any Exchange Offer Registration Statement in accordance with the a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(b) thereof; or or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form duly completed Certificate of Exhibit B heretoTransfer, including the certifications in item (45) thereof; and (3) , in each such case set forth in this subparagraph clause (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar and the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein 25 33 and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C heretoC, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B heretoB, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.6(a) hereof and if: (A) such exchange or transfer is effected pursuant to the a Registered Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable letter of transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (DSection 2.6(c)(iii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and Section 2.06(f) hereof, and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate Affiliate (as defined in Rule 144) of the CompanyIssuers (or such other certifications as the Issuers determine to be required under applicable law); (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Registered Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), an Opinion of Counsel in form form, and from counsel, reasonably acceptable to the Company, Registrar and the Issuers (unless the Issuers determine that such opinion is not necessary) to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the a Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating makes any and all certifications in the distribution applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Exchange Notes or (3Applicable Procedures) a Person who is an affiliate (as defined in Rule 144) of the Companymay be required by such Registration Rights Agreement; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the a Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the an Exchange Offer Registration Statement in accordance with the a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Company and the Registrar to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United StatesNote.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange New Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; , and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note as permitted by this Indenture or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note as permitted by this Indenture only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal that (1) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or to be issued in the Exchange Offer, (32) a Person who it is not an affiliate (as defined in Rule 144) of the CompanyCompany and (3) it is acquiring the Exchange Notes in its ordinary course of business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph subclause (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company, Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies pursuant to the applicable Letter of Transmittal that it is not (1i) a brokerParticipating Broker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers or the Guarantors; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D‎Section 2.06(c)(2)(D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Note Registration Rights Agreement and Section 2.6(f) hereof, and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Note Registration Rights AgreementAgreement and a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Note Registration Rights AgreementAgreement and a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or (D) the Registrar receives the following: : (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C D hereto, including the certifications in item (1)(b) thereof; or or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B C hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), an Opinion of Counsel in form form, and from legal counsel, reasonably acceptable to the Company, Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act. Upon receipt of such applicable documentation, and such beneficial interest in a the Trustee shall cause the aggregate principal amount of the Restricted Global Note is being to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note, in the appropriate principal amount. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in compliance with any applicable blue sky securities laws of any State of the United Statesform of, a Restricted Definitive Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal that (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has not arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer broker dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder in the form of Exhibit C heretoC, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder in the form of Exhibit B heretoB, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company, Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (Aa) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the Letter of Transmittal or comparable communication in accordance with the Applicable Procedures that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate "affiliate" (as defined in Rule 144) of the CompanyIssuer; (Bb) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (Cc) any such transfer is effected by a Participating Broker-an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (Dd) the Registrar receives the following: (1A) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2B) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (Dii)(d), if the Registrar, the Issuer or the Trustee so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the CompanyRegistrar, the Trustee or the Issuer, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or; (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and ; or (E) such beneficial interest transfer is effected pursuant to an automatic exchange in a Restricted Global Note is being exchanged or transferred in compliance accordance with any applicable blue sky securities laws Section 2.06(j) of any State of the United Statesthis Indenture.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance compli- ance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Companyan Issuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i2.07(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the an applicable Registration Rights Agreement Agreement, if any, and the holderholder of the beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating makes any and all certifications required in the distribution applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Exchange Notes or (3Applicable Procedures) a Person who is an affiliate (as defined in Rule 144) of the Companymay be required by such Registration Rights Agreement, if any; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the an applicable Registration Rights Agreement, if any; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the an applicable Registration Rights Agreement, if any; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B B-1 hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.07(c)(3), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.07(h), the aggregate principal amount of the applicable Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United StatesNote.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: : (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form form, and from legal counsel, reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the Letter of Transmittal or comparable communication in accordance with the Applicable Procedures that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate "affiliate" (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar, the Company or the Trustee so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, the Trustee or the Company, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (1) or (2) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal (1or pursuant to the Applicable Procedures) a broker-dealerthat: (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of business, (2ii) a such Holder will have no arrangement or understanding with any Person participating to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or (3) a Person who in violation of the provisions of the Securities Act or, if such Holder is an affiliate affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (as defined in iii) such Holder is not an “affiliate” of the Company within the meaning of Rule 144) 405 of the Securities Act, or, if such Holder is an “affiliate” of the Company, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a Broker-Dealer, such Holder is not engaged in, and does not intend to engage in, a distribution of Exchange Notes, (v) if such Holder is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, such Holder will deliver a prospectus in connection with any resale of such Exchange Notes and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Company will acquire good and unencumbered title thereto free and clear of any Liens; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C D hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B C hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyFinanceco or Solectron (or such other certification as Financeco or its counsel determines to be required under applicable law); (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: : (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), an Opinion of Counsel in form form, reasonably acceptable to the Company, Registrar and Financeco to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the an applicable Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not an (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the an applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (A) or (B) of Section 305(a) and satisfaction of the conditions set forth in Section 305(b)(ii) and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (DB) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement; or (C) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C D hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B C hereto, including the certifications in item (4) thereof; and (3) in each such case set forth in this subparagraph (D), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.6(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable letter of transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (DSection 2.6(b)(iv), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, represents that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealeran Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuer or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the CompanyIssuer or the Registrar, as applicable, to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Restricted Note Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clause (i), (ii) or (iii) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Issuers to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Subject to Section 2.06(c)(i2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal that (1i) a broker-dealerany Exchange Notes received by such Holder will be acquired in the ordinary course of business, (2ii) a Person participating such Holder will have no arrangements or understanding with any person to participate in the distribution of the Exchange Notes or within the meaning of the Securities Act, (3iii) a Person who such Holder is not an affiliate (“affiliate,” as defined in Rule 144) 405 of the Company;Securities Act of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, (v) if such Holder is a Broker-Dealer, that it will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes, free and clear of any and all Liens. (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i), (ii), (iii) or (iv) of Section 2.06(a) hereof and if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal that (1w) a broker-dealerat the time the Exchange Offer begins, (2) a such Person participating has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes in violation of the provisions of the Securities Act, (x) if such Person is not a broker-dealer, such Person is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, (y)(1) such Person is not an affiliate (as defined in Rule 405) of the Company or (32) a if such Person who is an affiliate (as defined in Rule 144405) of the Company, such Person will comply with the registration and prospectus-delivery requirements of the Securities Act to the extent applicable, and (z) any Exchange Notes to be received by such Person will be acquired in the ordinary course of such Persons’ business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the a Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the a Registration Rights Agreement; (C) any such transfer is effected by a Participating Brokerbroker-Dealer dealer pursuant to the an Exchange Offer Registration Statement in accordance with the a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global 43 Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the Letter of Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange New Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall 39 29 take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; , and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note of any applicable series may exchange such beneficial interest for an Unrestricted Definitive Note of such series or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Notes Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes of such series or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Notes Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Notes Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note of such series proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement Legendof such series, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note of such series proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement Legendof such series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note of a series may exchange such beneficial interest for an Unrestricted Definitive Note of such series or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note of such series only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Broker- Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(bl)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Company to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only ifupon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) hereof and: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable Letter of Transmittal, among other things, that (1) a broker-dealerany beneficial interest in an Unrestricted Global Note to be received by it will be acquired in the ordinary course of its business, (2) a at the time of the commencement of the Exchange Offer, it is not engaged in, and does not intend to engage in, and it has no arrangement or understanding with any Person participating to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or in violation of the provisions of the Securities Act, (3) a Person who it is not an affiliate “affiliate” (as defined in within the meaning of Rule 144405 under the Securities Act) of the Company;Issuer or any Guarantor and (4) if such holder or transferee is a Participating Broker-Dealer that will receive a beneficial interest in an Unrestricted Global Note for its own account in exchange for a beneficial interest in a Restricted Global Note that was acquired as a result of market-making or other trading activities, then such holder or transferee will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (DSection 2.06(c)(iii), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if Definitive Notes are being or have been issued in accordance with Subsection 2.07(a) and only if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1i) a brokerParticipating Broker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or; (D) the Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C heretoC, including the certifications in item (1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B heretoB, including the certifications in item (4) thereof; andor (3E) such transfer is effected pursuant to a shelf registration statement registering the Private Placement Notes or in compliance with Rule 144; and, in each such case set forth in this subparagraph subclauses (D) and (E), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any if such transfer is effected by a Participating Broker-Dealer Dealer, such transfer is effected pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement, and such Participating Broker-Dealer complies with any prospectus delivery requirement applicable to it with respect to such transfer; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable letter of transmittal that (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Series B Notes to be issued in the Exchange Offer and (3) it is acquiring the Series B Notes in its ordinary course of business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Broker Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C heretoI, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B heretoH, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company, Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderholder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, is not certifies in the applicable letter of transmittal that (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Series B Notes to be issued in the Exchange Offer and (3) it is acquiring the Series B Notes in its ordinary course of business; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Broker Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C heretoG, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B heretoF, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company, Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Notwithstanding Section 2.06(c)(i) hereof, a holder A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if Definitive Notes are being or have been issued in accordance with Section 2.07(a) and only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holderHolder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) , in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act, Act and that the restrictions on transfer contained herein and in the Private Placement Legend are not no longer required in order to maintain compliance with the Securities Act, and such beneficial interest in a Restricted Global Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.