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

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a an applicable Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a an applicable Registration Rights Agreement; (C) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B B-1 hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (DSection 2.07(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii2.07(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a an applicable Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a an applicable Registration Rights Agreement; (C) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B B-1 hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii2.07(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a an Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications 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 such Registration Rights AgreementTransmittal; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer participating in the Exchange Offer pursuant to an Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar and the Company receives the following: (1) if the holder Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests and the Company request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an Unrestricted Global Note, an opinion of counsel reasonably satisfactory to the Company and a certificate letter of representations from such holder the Holder to the effect that the Private Placement Legend and the related restrictions on transfer are not required in order to maintain compliance with the form provisions of Exhibit C heretothe Securities Act, including together with any other certifications that the certifications in item (1)(c) thereofCompany may reasonably request from the Holder; or (2B) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global NoteNote pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act, a certificate from such holder the transferor in the form of Exhibit B B-1 hereto, including the certifications in item (43)(a) thereof; and, in each such case set forth in this clause (D), if and any opinions of counsel or certifications as the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form Company may reasonably acceptable request to the Registrar to the effect that such exchange or transfer shall be effected in evidence compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with provisions of the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii2.07(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a an applicable Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a an applicable Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii2.07(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a an applicable Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a an applicable Registration Rights Agreement; (C) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B B-1 hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (DE), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii2.07(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note in accordance with the Applicable Procedures or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note in accordance with the Applicable Procedures only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (DC) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c1(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) 4 thereof; and, in each such case set forth in this clause subparagraph (DC), if the Issuer or the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer and Note Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs (A), (B) or (C) in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall will cancel such Restricted the applicable Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the an Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with a Registration Rights Agreement and the holder of such the beneficial interestinterest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required in the applicable Letter letter of Transmittal transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such the applicable Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a the applicable Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h2.06(g) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the applicable Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a the applicable Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii2.07(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an Affiliate of the Applicable Procedures) as may be required by such Registration Rights AgreementIssuers; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.6(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a an Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications 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 such Registration Rights AgreementTransmittal; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer participating in the Exchange Offer pursuant to an Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives and the Company receive the following: (1) if the holder Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests and the Company request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel such the applicable Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementIssuers; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee Registrar shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the applicable Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a the applicable Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii1.11(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a an applicable Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a an applicable Registration Rights Agreement; (C) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B B-1 hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses in of this Section 2.06(d)(ii2.07(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer Restricted Definitive Note is effected being transferred pursuant to an effective registration statement under the U.S. Securities Act, a Exchange Offer certificate to the effect set forth in accordance with a Registration Rights Agreement and Exhibit B hereto, including the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal item (or is deemed to have made such certifications if delivery is made through the Applicable Procedures3) as may be required by such Registration Rights Agreementthereof; (B) such transfer Restricted Definitive Note is effected being transferred pursuant to a Shelf Registration Statement an exemption from the registration requirements of the U.S. Securities Act in accordance with Rule 144, a Registration Rights Agreement; (Ccertificate to the effect set forth in Exhibit B hereto, including certifications in item 3(a) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreementthereof; or (DC) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(citem(c)(i) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this clause clauses (Di) and (ii) of subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the U.S. Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the U.S. Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.04(d)(2), the Trustee shall will cancel such Restricted the Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a an Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestholder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications in the applicable Letter of Transmittal (Transmittal, if any, or is deemed to have made such certifications if delivery is made through the Applicable Procedures) Procedures as may be required by such the Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such exchange or transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar and the Company receives the following: (1) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests and the Company request or if the Applicable Procedures so require, an Opinion of Counsel Counsel, in form reasonably acceptable to the Registrar and/or the Company, as applicable, to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.07(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the New Notes or (3) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementIssuer; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D1) the Registrar receives the following: (12) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (23) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.6(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such any and all certifications required 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 such the Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall will cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.07(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A1) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B2) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C3) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D4) the Registrar receives the following: (1a) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2b) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(iv)(B), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a Exchange Offer an exchange offer in accordance with a Registration Rights Agreement registration rights agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications certifies in the applicable Letter letter of Transmittal transmittal that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of exchange notes or (iii) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreementan effective registration statement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement exchange offer registration statement in accordance with a Registration Rights Agreementregistration rights agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall will cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an Affiliate of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (44)(a), (b) or (c) thereof; and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementIssuer; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar Issuer so requests or if the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Registrar Issuer to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and applicable law and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such provides the certifications in required by the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through and the Applicable Procedures) as may be required by such Exchange Offer Registration Rights AgreementStatement; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights AgreementAgreement and applicable law; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights AgreementAgreement and applicable law; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C attached hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B attached hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel in form counsel (which opinion and counsel are reasonably acceptable to the Registrar Company and the Trustee) to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.07(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications certifies in the applicable Letter of Transmittal that it is not (i) a Broker Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer Broker Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C heretohereof, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.07(d)(ii), the Trustee shall will cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount at maturity of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications is not (1) a broker-dealer, (2) a Person participating in the applicable Letter distribution of Transmittal the Exchange Notes or (or 3) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or of if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and Act, that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this 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 and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) A. such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) B. such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) C. such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) D. the Registrar receives the following: (1) . if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) . if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange Notes are sold or transfer is effected exchanged pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and an effective registration statement under the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement;Securities Act; or (B) if such transfer Restricted Definitive Note is effected being transferred pursuant to a Shelf Registration Statement an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a Registration Rights Agreement;certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; and (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Security Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c1(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) 4 thereof; and, in each such case set forth in this clause subparagraph (DC), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Restricted Notes Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii1.02(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementIssuers; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer Restricted Definitive Note is effected being transferred pursuant to an effective registration statement under the U.S. Securities Act, a Exchange Offer certificate to the effect set forth in accordance with a Registration Rights Agreement and Exhibit B hereto, including the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal item (or is deemed to have made such certifications if delivery is made through the Applicable Procedures3) as may be required by such Registration Rights Agreementthereof; (B) such transfer Restricted Definitive Note is effected being transferred pursuant to a Shelf Registration Statement an exemption from the registration requirements of the U.S. Securities Act in accordance with Rule 144, a Registration Rights Agreement; (Ccertificate to the effect set forth in Exhibit B hereto, including certifications in item 3(a) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreementthereof; or (DC) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(citem(c)(i) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this clause clauses (Di) and (ii) of subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the U.S. Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the U.S. Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall will cancel such Restricted the Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and applicable law and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such provides the certifications in required by 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 such and Exchange Offer Registration Rights AgreementStatement; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights AgreementAgreement and applicable law; (C) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights AgreementAgreement and applicable law; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel in form counsel (which opinion and counsel are reasonably acceptable satisfactory to the Registrar to Company and the Trustee)to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall will cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer Restricted Definitive Note is effected being transferred pursuant to an effective registration statement under the U.S. Securities Act, a Exchange Offer certificate to the effect set forth in accordance with a Registration Rights Agreement and Exhibit B hereto, including the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal item (or is deemed to have made such certifications if delivery is made through the Applicable Procedures3) as may be required by such Registration Rights Agreementthereof; (B) such transfer Restricted Definitive Note is effected being transferred pursuant to a Shelf Registration Statement an exemption from the registration requirements of the U.S. Securities Act in accordance with Rule 144, a Registration Rights Agreement; (Ccertificate to the effect set forth in Exhibit B hereto, including certifications in item 3(a) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreementthereof; or (DC) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this clause clauses (Di) and (ii) of subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the U.S. Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the U.S. Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall will cancel such Restricted the Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement Agreement, and the holder of such the beneficial interestinterest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer, or (ii) a Person who is deemed to have made such certifications if delivery is made through an Affiliate of the Applicable Procedures) as may be required by such Registration Rights AgreementIssuer; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C heretoD, including the certifications in item (1)(c) thereof; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B heretoC, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (D), if the Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee shall Registrar will cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 such Registration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such the prior Restricted Definitive Note and increase or cause to be increased the Managing Shareholder on behalf of the Issuer shall execute, and, upon receipt of an Authentication Order in a corresponding amount pursuant to accordance with Section 2.06(h) hereof 2.02, the aggregate Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Note in instructions delivered to the Unrestricted Global NoteRegistrar by such holder.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to a the Exchange Offer in accordance with a the Registration Rights Agreement and the holder of such beneficial interestHolder, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications 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 deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by such Registration Rights AgreementCompany; (B) such transfer is effected pursuant to a the Shelf Registration Statement in accordance with a the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to an the Exchange Offer Registration Statement in accordance with a the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (D), if the Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar Company to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.