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: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) the Registrar receives the following: A. if the Holder of such 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 B. if the Holder of such 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 subparagraph (ii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) any such transfer is effected pursuant to an effective registration statement under the Shelf Registration Statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 subparagraph (iiB), if the Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) any such transfer is effected pursuant to an effective registration statement under the Shelf Registration Statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiB), if the Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1) such if either the transfer is effected pursuant to the an Exchange Offer or a sale pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) Statement, or the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiSection 2.06(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, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) the Registrar receives the following: A. (A) if the Holder of such 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 B. (B) if the Holder of such 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 subparagraph (ii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[reserved]; (2B) [reserved]; (C) [reserved]; (D) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiD), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to an effective registration statement under the Shelf Registration Statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 applicable certifications in item (4) thereoftherein; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; ora. [Reserved]; (2) b. [Reserved]; c. [Reserved]; d. the Registrar receives the following: A. i. if the Holder of such 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 B. ii. if the Holder of such 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 subparagraph (iiD), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Restricted Definitive Notes Note and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[reserved]; (2B) [reserved]; (C) [reserved]; (D) the Note Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiD), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf any Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Securities Act Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement[reserved]; (B) [reserved]; (C) [reserved]; or (2D) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiD), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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 Unre- stricted 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreementa shelf registration statement; or (2B) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 the Unre- stricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including in- cluding the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange ex- change or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such 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 attached hereto, including the certifications in item (1)(c) thereof; or B. (2) if the Holder of such 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 attached hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement a registration statement filed in accordance with the Registration Rights Agreement; or (2B) the Note Registrar receives the following: A. (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 in the form of Exhibit C E hereto, including the certifications in item (1)(c) thereof; or B. (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 in the form of Exhibit B D hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiB), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.5(e)(ii), the Trustee will shall cancel the Restricted Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[Reserved.] (2B) [Reserved.] (C) [Reserved.] (D) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiD), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (2B) the Registrar receives the following: A. (1) if the Holder of such 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 EXHIBIT C hereto, including the certifications in item (1)(cl)(c) thereof; or B. (2) if the Holder of such 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 EXHIBIT B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased 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 Unre- stricted 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement a registration statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 the Unre- stricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including in- cluding the certifications in item (4) thereof; and, in each such case set forth in this subparagraph clause (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Securi- ties Act. Upon satisfaction of the conditions of any of the subparagraphs clauses in this Section 2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[Reserved.] (2B) [Reserved.] (C) [Reserved.] (D) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 subparagraph (iiD), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased 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 ifupon receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel and upon receipt by the Registrar of the following documentation: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) the Registrar receives the following: A. if the Holder of such 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 B. (B) if the Holder of such 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 subparagraph subclause (ii), if the Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the applicable conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Restricted Definitive Notes Note and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 (42) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement[Reserved]; (B) [Reserved; (C) [Reserved]; or (2D) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 subparagraph (iiD), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement[Reserved]; (B) [Reserved]; (C) [Reserved]; or (2D) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 subparagraph (iiD), if the Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the applicable conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Restricted Definitive Notes Note and increase or cause to be increased 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: (1A) such transfer is effected Notes are sold or exchanged pursuant to an effective registration statement under the Shelf Registration Statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Security Registrar receives the following: A. 1. if the Holder of such 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 B. 2. if the Holder of such 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 subparagraph subclause (iiC), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.05(d)(ii), the Trustee will shall cancel the Restricted Definitive Notes Note and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 (43) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.04(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount Initial 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: (1i) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (2ii) the Security Registrar receives the following: A. (A) if the Holder of such 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 EXHIBIT C hereto, including the certifications in item (1)(c) thereof; or B. (B) if the Holder of such 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 EXHIBIT D hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii202(4)(b), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[reserved]; (2B) [reserved]; (C) [reserved]; (D) the Registrar receives the following: A. (i) if the Holder of such 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 B. (ii) if the Holder of such 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 subparagraph (iiD), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (2B) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 subparagraph (iiB), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[Reserved]; (2B) [Reserved]; (C) [Reserved]; (D) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 subparagraph sub (iiD), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Restricted Definitive Notes Note and increase or cause to be increased 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: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement[reserved]; (B) [reserved]; (C) [reserved]; or (2D) the Registrar receives the following: A. (1) if the Holder of such 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 B. (2) if the Holder of such 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 subparagraph (iiD), if the Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar, if applicable, Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the applicable conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee will shall cancel the Restricted Definitive Notes Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.