Common use of Restricted Definitive Notes to Unrestricted Definitive Notes Clause in Contracts

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) such transfer is effected pursuant to Rule 144 of the Securities Act, a letter in the form of Exhibit B with the certification set forth in paragraph 4(a) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so require, an Opinion of Counsel to the effect that the transfer is permitted, and that upon transfer the Notes will not be restricted, under the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyAgreement; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar Issuer so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so requirethis subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in Item (4) thereof; and, (3) in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will Private Placement Legend are not be restricted, under required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a brokerParticipating Broker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyEnterprise; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Enterprise to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1i) a broker-dealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Dealer broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (i) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar Company so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal or otherwise that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker- Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar and Trustee receive the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so requirethis subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Registrar and Trustee to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the an applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the an applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the an applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Dealer broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; (D) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such 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 (D), an Opinion of Counsel in form reasonably acceptable to the 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; or (E) such transfer is effected pursuant to Rule 144 an automatic exchange in accordance with Section 2.06(j) of the Securities Act, a letter in the form of Exhibit B with the certification set forth in paragraph 4(a) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so require, an Opinion of Counsel to the effect that the transfer is permitted, and that upon transfer the Notes will not be restricted, under the Securities Act, is furnished to the Trustee and Registrarthis Indenture.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (3) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Restricted Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Note proposes to Rule 144 of the Securities Actexchange such Note for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit EXHIBIT C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of EXHIBIT B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar Company so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Debt Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Debt Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit B with D hereto, including the certification certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) Registrar receives the following: (i) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Ten-Year Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Ten-Year Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification set forth certifications in paragraph 4(aitem (4) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so require, an Opinion of Counsel to the effect that the transfer is permitted, and that upon transfer the Notes will not be restricted, under the Securities Act, is furnished to the Trustee and Registrar.thereof;

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker- Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit EXHIBIT C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of EXHIBIT B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A1) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1i) a brokerBroker-dealerDealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B2) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C3) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D4) the Registrar receives the following: (i) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit B with C hereto, including the certification certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (4), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit B with C, including the certification certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement Agreement, and the Holderholder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1i) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3ii) a Person who is an affiliate (as defined in Rule 144) Affiliate of the CompanyIssuer; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (i) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit B with D, including the certification certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (4) thereof; and, in each case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar Issuer so request or the Applicable Procedures so requirerequests, an Opinion of Counsel to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, Holder certifies or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, is deemed to have certified that it is not none of (1) a broker-dealerdealer that acquired the Book-Entry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement;Agreement or pursuant to another effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act and the transferor delivers a certificate in the form of Exhibit D hereto including the certifications contained in item (4) thereof; or (C) any such transfer is effected by a Participating Broker Broker-Dealer (as defined in the Registration Rights Agreement) pursuant to the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement; or (D) such transfer is effected pursuant to Rule 144 of the Securities Act, a letter in the form of Exhibit B with the certification set forth in paragraph 4(a) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so require, an Opinion of Counsel to the effect that the transfer is permitted, and that upon transfer the Notes will not be restricted, under the Securities Act, is furnished to the Trustee and Registrar.;

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note of a series may be exchanged by the Holder thereof for an Unrestricted Definitive Note of such series or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Note proposes to Rule 144 of the Securities Actexchange such Note for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar Company so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) such transfer is effected pursuant to Rule 144 of the Securities Act, a letter in the form of Exhibit B with the certification set forth in paragraph 4(a) thereof completed, and, if the Company or the Trustee and the Security Registrar so request or the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company, the Trustee and the Security Registrar to the effect that the transfer is permitted, and that upon transfer the Notes will not be restricted, under the Securities Act, is furnished to the Company, the Trustee and Security Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Restricted Broker- Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar Company so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Security Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Restricted Definitive Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Security Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange New Senior Subordinated Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Note proposes to Rule 144 of the Securities Actexchange such Senior Subordinated Note for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Note proposes to transfer such Senior Subordinated Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so requirethis subparagraph (D), an Opinion of Counsel to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Dealer broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit B with C hereto, including the certification set forth certifications in paragraph 4(aitem (1)(d) thereof completed, and, thereof; or (2) if the Trustee and Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the Registrar so request or the Applicable Procedures so require, form of an Opinion of Counsel to the effect that the transfer is permitted, and that upon transfer the Notes will not be restricted, under the Securities Act, is furnished to the Trustee and Registrar.Unrestricted

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Senior Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Senior Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Senior Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange New Senior Discount Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Note proposes to Rule 144 of the Securities Actexchange such Senior Discount Note for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Note proposes to transfer such Senior Discount Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, and, if the Trustee and the Registrar so request or the Applicable Procedures so requirethis subparagraph (D), an Opinion of Counsel to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) any such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal, Transmittal that it is not not (1) a brokerBroker-dealerDealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter letter of Transmittal, transmittal that it is not (1i) a broker-dealer, (2ii) a Person participating in the distribution of the Exchange Notes or (3iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Participating Broker Dealer broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (i) if the Holder of such transfer is effected pursuant Restricted Definitive Notes proposes to Rule 144 of the Securities Actexchange such Notes for an Unrestricted Definitive Note, a letter certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B with hereto, including the certification certifications in item (4) thereof; and, in each such case set forth in paragraph 4(a) thereof completed, andthis subparagraph (D), if the Trustee and the Registrar so request or the Applicable Procedures so requirerequests, an Opinion of Counsel to the effect that the such exchange or transfer is permitted, in compliance with the Securities Act and that upon the restrictions on transfer contained herein and in the Notes will not be restricted, under Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, is furnished to the Trustee and Registrar.