Common use of Transfer and Exchange of Definitive Notes Clause in Contracts

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that the Definitive Notes so presented (A) have been duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorney, duly authorized in writing; and (B) in the case of a Restricted Security, such request shall be accompanied by the following additional documents: (i) if such Restricted Security is being exchanged by a Holder for registration in the name of such Holder, without transfer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (ii) if such Restricted Security is being transferred to a QIB in accordance with Rule 144A, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (iii) if such Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), a certification to that effect (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit C attached hereto) and an opinion of counsel reasonably acceptable to the Issuer and the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note, except upon consummation of an Exchange Offer as contemplated by Section 2.06(f)(iv) hereof. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her its attorney, duly authorized in writing; , and the Registrar receives the following (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries, (2) in a transaction permitted by Rule 144 under the Securities Act or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); or; (iiB) if such Transfer Restricted Security is being transferred to a Person the transferor reasonably believes is a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or (iiiD) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), a certification to that effect (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security is being transferred in reliance on another an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), and a certification substantially in the form of Exhibit C attached hereto) and hereto from the transferee, and, if such transfer is in respect of an opinion aggregate principal amount of counsel Notes of less than $250,000, an Opinion of Counsel reasonably acceptable to the Issuer Company and the Registrar to the effect that such transfer is in compliance with the Securities Act.Act and any applicable blue sky laws of any state of the United States. 27 34

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to Holdings or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached EXHIBIT B-3 hereto), together a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel acceptable to Holdings that such transfer is in compliance with any other documentation reasonably required therebythe Securities Act; or (ivE) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer Holdings and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note, except upon consummation of an Exchange Offer as contemplated by Section 2.06(f)(iv) hereof. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her its attorney, duly authorized in writing; , and the Registrar receives the following (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries, (2) in a transaction permitted by Rule 144 under the Securities Act or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (substantially in the form of Exhibit B-3 hereto); (B) if such Transfer Restricted Security is being transferred to a Person the transferor reasonably believes is a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); or; (iiC) if such Transfer Restricted Security is being transferred to a QIB Non-U.S. Person in an offshore transaction in accordance with Rule 144A, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (iii) if such Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), a certification to that effect (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security is being transferred in reliance on another exemption from the registration requirements 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (substantially in substantially the form of Exhibit C attached B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto) and an opinion of counsel reasonably acceptable to the Issuer and the Registrar to the effect that such transfer is in compliance with the Securities Act.); or

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Note Registrar with a request (1x) to register the transfer of the such Definitive Notes or (2y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions transaction are met; providedPROVIDED, HOWEVER, that the Definitive Notes so presented surrendered for registration of transfer or exchange: (Ai) have been shall be duly endorsed or accompanied by a written instruction instrument of transfer in form reasonably satisfactory to the Registrar Company and the Note Registrar, duly executed by such the Holder thereof or by his or her attorney, attorney duly authorized in writing; and and (Bii) in the case of a Transfer Restricted SecurityNotes that are Definitive Notes, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security Note is being exchanged delivered to the Note Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse of Exhibit C attached heretothe Note); or (iiB) if such Transfer Restricted Security Note is being transferred to a QIB that is aware that any sale of Notes to it shall be made in accordance with reliance on Rule 144A, 144A under the Securities Act and that is acquiring such Transfer Restricted Note for its own account or for the account of another such QIB a certification from such Holder to that effect (in substantially the form set forth on the reverse of Exhibit C attached heretothe Note); or (iiiC) if such Transfer Restricted Security Note is being transferred pursuant to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons)exemption from registration in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached heretoNote); or (vD) if such Transfer Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security Note is being transferred in reliance on another exemption from the registration requirements of the Securities ActAct and with all applicable securities laws of the States of the United States, a certification from such Holder to that effect (in substantially the form set forth on the reverse of Exhibit C attached heretothe Note) and an opinion Opinion of counsel Counsel from the Holder reasonably acceptable to the Issuer Company, the Trustee, and to the Note Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that only if: (i) the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, endorsed and containing a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; and and (Bii) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the Registrar has received the following additional documents:documentation, as applicable (all of which may be submitted by facsimile): (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-1 hereto); or (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-1 hereto); or (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-1 hereto); or (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached EXHIBIT B-1 hereto), together a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel reasonably acceptable to the Company that such transfer is in compliance with any other documentation reasonably required therebythe Securities Act; or (ivE) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-1 hereto) and an opinion Opinion of counsel reasonably acceptable to Counsel from such Holder or the Issuer and the Registrar transferee to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Issuers or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached EXHIBIT B-3 hereto), together a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to the Issuers that such transfer is in compliance with any other documentation reasonably required therebythe Securities Act; or (ivE) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer Issuers and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecurityNotes, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security Note is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Note is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); or (iiB) if such Transfer Restricted Security Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiiC) if such Transfer Restricted Security Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); (D) if such Transfer Restricted Note is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached EXHIBIT B-3 hereto), together a certification from the applicable transferee substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with any other documentation reasonably required therebythe Securities Act; or (ivE) if such Transfer Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security Note is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to NEHC or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached EXHIBIT B-3 hereto), together a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to NEHC that such transfer is in compliance with any other documentation reasonably required therebythe Securities Act; or (ivE) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer NEHC and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached EXHIBIT B-3 hereto), together a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with any other documentation reasonably required therebythe Securities Act; or (ivE) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized au thorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, provided that the any Definitive Notes so presented or surrendered for registration of transfer or exchange (A) have been shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such the Holder thereof or by his or her attorney, attorney duly authorized in writing; (B) unless the Global Note has previously been exchanged in whole for Definitive Notes, shall only be exchanged for an interest in the Global Note in accordance with Section 2.06(b) if such Definitive Notes are being transferred (i) pursuant to an effective registration statement under the Securities Act; (ii) to a QIB in reliance on Rule 144A; or (iii) outside the United States to a non-U.S. person in reliance on Regulation S; and (BC) in the case of a Restricted Security, such request shall be accompanied by the following additional documents: : (i) if such Restricted Security is being exchanged delivered to the Regis trar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect (in substantially the form of Exhibit C D attached hereto) and a letter containing certain representations and agreements (in substantially the form of Exhibit E attached hereto); or or (ii) if such Restricted Security is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act, other than to a QIB in accordance with reliance on Rule 144A144A or outside the United States to a non-U.S. person in reliance on Regulation S, a certification to that effect (in substantially the form of Exhibit C D attached hereto); or (iii) if such Restricted Security is being transferred to an Institutional Accredited Investor which is not , and a QIB (excluding Non-U.S. Persons), a certification to that effect letter containing certain representations and agreements (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit C E attached hereto) and and, if requested by the Company or the Trustee, an opinion of counsel reasonably acceptable to the Issuer Com pany and the Registrar Trustee to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. (a) When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that (A) the Definitive Notes so presented (A) have been duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorney, duly authorized in writing; , and (B) in the case of a if such Definitive Notes are Restricted SecurityNotes, such request shall be accompanied by the following additional documents: (i) if such Restricted Security Note is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect (in substantially the form of Exhibit C B attached hereto); or (ii) if such Restricted Security Note is being transferred to a QIB in accordance with Rule 144A144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit C B attached hereto); or (iii) if such Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), a certification to that effect (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit C B attached hereto) and an opinion Opinion of counsel Counsel reasonably acceptable to the Issuer Company and the Registrar to the effect that such transfer is in compliance with the Securities Act. (b) Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may be exchanged for a beneficial interest in a Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) written instructions directing the Trustee to make an endorsement on the Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, and (ii) if such Definitive Note is a Restricted Note, a certification (in substantially the form of Exhibit B attached hereto) to the effect that such Definitive Note is being transferred to a QIB in accordance with Rule 144A; in which case the Trustee shall cancel such Definitive Note and cause the aggregate principal amount of Notes represented by the Global Note to be increased accordingly. If no Global Note is then outstanding, the Company shall issue and the Trustee shall authenticate a new Global Note in the appropriate principal amount.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that only if: (i) the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, endorsed and containing a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; and and (Bii) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the Registrar has received the following additional documents:documentation, as applicable (all of which may be submitted by facsimile): (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-1 hereto); oror ----------- (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-1 hereto); oror ----------- (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-1 hereto); or ----------- (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached B-1 hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a ----------- certification to that effect (substantially in substantially the form of Exhibit C attached hereto), --------- and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel reasonably acceptable to the Company that such transfer is in compliance with the Securities Act; or (vE) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-1 hereto) and an opinion Opinion of counsel reasonably acceptable to Counsel from such ----------- Holder or the Issuer and the Registrar transferee to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecurityNotes, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security Note is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Note is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or or (iiB) if such Transfer Restricted Security Note is being transferred to a QIB in accordance with Rule 144A, a certification to that effect (in substantially 144A under the form of Exhibit C attached hereto); or (iii) if such Restricted Security is being transferred Securities Act or pursuant to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), a certification to that effect (exemption from registration in substantially accordance with Rule 144 under the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred Securities Act or pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Restricted Security is being transferred in reliance on another exemption from the registration requirements of statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-3 hereto); or (C) and if such Transfer Restricted Note is being transferred to a Non-U.S. Person in an opinion of counsel reasonably acceptable to the Issuer and the Registrar to the effect that such transfer is offshore transaction in compliance accordance with Rule 904 under the Securities Act., a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto);

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); or; (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securi- ties Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); or; (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached B-3 hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (substantially in substantially the form of Exhibit C attached hereto)hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or (vE) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer Company and to the Registrar to the effect that such transfer is in compliance with the Securities ActAct and any applicable blue sky laws of any state of the United States.

Transfer and Exchange of Definitive Notes. When If notes in definitive form ("Definitive Notes Notes") are presented by a Holder to the Registrar with a request request: (1x) to register the transfer of the Definitive Notes Notes; or (2y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Notes so presented or surrendered for registration of transfer or exchange: (Ai) have been shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneysuch Hold▇▇'▇ ▇ttorney, duly authorized in writing; and (Bii) in the case of a Definitive Note that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (i) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B hereto); or; (ii) if such Transfer Restricted Security is being transferred (1) to a QIB in accordance with Rule 144A144A under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit C attached B hereto); or; (iii) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a QIB private placement exemption from the registration requirements of the Securities Act (excluding Non-U.S. Personsand based on an Opinion of Counsel if the Company so requests in the case of a transfer of Notes with an aggregate principal amount of $100,000 or less), a certification to that effect (in substantially the form of Exhibit B hereto) and a certification of the applicable transferee (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached hereto), together with any other documentation reasonably required thereby; or; (iv) if such Transfer Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the IssuerSecurities Act, a certification to that effect (in substantially the form of Exhibit C attached B hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act, Act (and based on an Opinion of Counsel if the Company so requests) a certification to that effect (in substantially the form of Exhibit C attached B hereto) and an opinion of counsel reasonably acceptable to the Issuer and the Registrar to the effect that such transfer is in compliance with the Securities Act).

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contain a signature guarantee, duly authorized in writing; writing and the Registrar receives the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-1 hereto); or (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-1 hereto); or (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-1 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached EXHIBIT B-1 hereto), together a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with any other documentation reasonably required therebythe Securities Act; or (ivE) if such Restricted Security is being transferred to the Issuer, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (v) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached EXHIBIT B-1 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request (1) to register the transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if its requirements for such transactions are met; provided, that the Definitive Notes so are presented (A) have been duly or surrendered for registration of transfer or exchange, are endorsed and contain a signature guarantee or accompanied by a written instruction instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorneyattorney and contains a signature guarantee, duly authorized in writing; writing and the Registrar received the following documentation (Ball of which may be submitted by facsimile): (i) in the case of a Definitive Notes that are Transfer Restricted SecuritySecurities, such request shall be accompanied by the following additional information and documents, as applicable: (iA) if such Transfer Restricted Security is being exchanged delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); or (iiB) if such Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto); or (iiiC) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor which is not a QIB in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (excluding Non-U.S. Persons)B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit C PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE attached B-3 hereto), together with any other documentation reasonably required thereby; or (iv) if such Restricted Security is being transferred to the Issuer, a certification to that effect (substantially in substantially the form of Exhibit C attached hereto), and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel reasonably acceptable to the Company that such transfer is in compliance with the Securities Act; or (vE) if such Restricted Security is being transferred pursuant to an effective registration statement, a certification to that effect (in substantially the form of Exhibit C attached hereto); or (vi) if such Transfer Restricted Security is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit C attached B-3 hereto) and an opinion Opinion of counsel Counsel from such Holder or the transferee reasonably acceptable to the Issuer Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act.