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

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 thereof; and, in each such case set forth in this subparagraph (E), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer Registrar and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives Company receive the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ESection 2.06(c)(iii), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount, and the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced in a corresponding amount pursuant to Section 2.06(g).

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal (or via the Depositary’s book-entry system) that it is deemed not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; (B) such transfer is effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E)case, if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities 1933 Act and applicable securities laws in Canada and that the restrictions on transfer contained herein and in the Restricted Notes 144A Legend are shall no longer be required in order to maintain compliance with the Securities 1933 Act, provided, however, that no beneficial interest in a Canadian Placement Global Note shall be exchanged for or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note prior to the expiration of the Distribution Compliance Period. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph clause (Eii), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note. Any Restricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(ii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.6(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: : (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or , or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; , and, in each such case set forth in this subparagraph (E)case, if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.6(c)(ii) the Issuer shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.07(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, an opinion of counsel reasonably satisfactory to the Company and a certificate letter of representations from such holder the Holder to the effect that the Private Placement Legend and the related restrictions on transfer are not required in order to maintain compliance with the form provisions of Exhibit C heretothe Securities Act, including together with any other certifications that the certifications in item 1(b) thereofCompany may reasonably request from the Holder; or (2B) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes LegendPrivate Placement Legend pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act, a certificate from such holder the transferor in the form of Exhibit B B-1 hereto, including the certifications in item 4 (3)(a) thereof; and, in each such case set forth in this subparagraph (E), if and any opinions of counsel or certifications as the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form may reasonably acceptable request to the Security Registrar and the Company to the effect that such exchange or transfer is in evidence compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with provisions of the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.07(c)(2), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.07(h), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Issuer has permitted beneficial interests in accordance with the terms of this Indenture (including Global Notes to be exchanged for Definitive Notes pursuant to Section 1.02(a2.06(a) hereof and Section 2.04 of the Base Indenture) only ifabove and: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer and in accordance with the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities Act;Shelf Registration Statement in accordance with the Registration Rights Agreement; or (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Note Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 thereof; and, in each such case set forth in this subparagraph (EC), if the Company Issuer or the Security Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Issuer and Note Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions above in this Section 2.06(c)(2) and satisfaction of the conditions set forth in Section 2.06(b)(2)(B), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, and deliver to the Persons as specified below a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(2) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Note Registrar through instructions from the Depositary or Participant or Indirect Participant through the Depositary. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(2) shall not bear the Private Placement Legend.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (i) a Broker-Dealer acquiring Notes directly from the Company, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by the applicable Registration Rights AgreementCompany; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities Act;Shelf Registration Statement in accordance with the Registration Rights Agreement; or (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EC), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E)case, if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the 1933 Act and Applicable Securities Act Legislation and that the restrictions on transfer contained herein and in the Restricted Notes U.S. Legend are shall no longer be required in order to maintain compliance with the Securities 1933 Act, provided, however, that no beneficial interest in a Canadian Placement Global Note shall be exchanged for or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note prior to the expiration of the Distribution Compliance Period. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Subject to Section 2.06(a) hereof, a Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(3), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.08(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal; (or B) such transfer is deemed effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable a Shelf Registration Statement in accordance with a Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerparticipating Broker-dealer Dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with a Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests requests, or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.08(c)(iii), the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount, and the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced in a corresponding amount pursuant to Section 2.08(h) hereof.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter 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 deemed an Affiliate of the Issuers; (B) such transfer is effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; , and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(aExhibit B4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(bExhibit C1(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 Exhibit B4 thereof; and, in each such case set forth in this subparagraph (E), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E)case, if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities 1933 Act and applicable securities laws in Canada and that the restrictions on transfer contained herein and in the Restricted Notes 144A Legend are shall no longer be required in order to maintain compliance with the Securities 1933 Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in accordance with the terms clause (i), (ii), (iii) or (iv) of this Indenture (including Section 1.02(a2.06(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is deemed an affiliate (as defined in Rule 144) of the Issuer; (B) such transfer is effected pursuant to have made such certifications if delivery is made through a Shelf Registration Statement in accordance with the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depositary shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal; (or B) such transfer is deemed effected pursuant to have made such certifications if delivery is made through a Shelf Registration Statement in accordance with the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer participating in the Exchange Offer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives and the Company receive the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount, and the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in accordance with the terms clause (i), (ii), (iii) or (iv) of this Indenture (including Section 1.02(a2.06(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is deemed an affiliate (as defined in Rule 144) of the Issuers; (B) such transfer is effected pursuant to have made such certifications if delivery is made through a Shelf Registration Statement in accordance with the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph subclause (Eiii), if the Company or the Security Registrar Issuers so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with Note, subject to Section 2.06(a), only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ESection 2.06(c)(3), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof and this Section 2.06(c)(3), the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 ((d)) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depositary shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A1) such exchange or transfer is effected pursuant to a Registered the A/B Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed an Affiliate of the Issuer; (2) such transfer is effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D3) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe A/B Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (E4) the Security Registrar receives the following: (1) i. if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C F hereto, including the certifications in item 1(b(1)(b) thereof; or (2) ii. if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B C hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E4), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of Registration Statement in accordance with the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement;; or (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EB), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and Company or the Company Registrar, as applicable, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal; (or B) such transfer is deemed effected pursuant to have made such certifications if delivery is made through a Shelf Registration Statement in accordance with the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer participating in the Exchange Offer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives and the Company receive the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount, and the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in accordance with the terms clause (i), (ii) or (iii) of this Indenture (including Section 1.02(a2.06(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is deemed an affiliate (as defined in Rule 144) of the Issuer; (B) such transfer is effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Subject to Section 2.07(a) hereof, a Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph subclause (Eii), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.07(c)(ii), the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.07(g), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 ((d)) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal; (or B) such transfer is deemed effected pursuant to have made such certifications if delivery is made through a Shelf Registration Statement in accordance with the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer participating in the Exchange Offer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives and the Company receive the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 or in accordance with a previously delivered Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount, and the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced in a corresponding amount pursuant to Section 2.06(h).

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only upon receipt by the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 Registrar of the Base Indenture) only iffollowing documentation: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the effective registration requirements of the Securities Act in accordance with Rule 144 statement under the U.S. Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a(3)(c) thereof; or; (DB) if such transfer beneficial interest is effected by a broker-dealer being transferred pursuant to an exchange offer exemption from the registration statement; andrequirements of the U.S. Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) (a) thereof; (E) the Security Registrar receives the following: (1C) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(b)(i) thereof; or (2D) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (3) thereof; and, in each such the case set forth in this subparagraph of clause (E1) or (2), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the U.S. Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the U.S. Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable such Registration Rights Agreement; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities Acta Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with a Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph clause (ED), if the Company or the Security Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Issuer shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; ​ ​ and, in each such case set forth in this subparagraph (E)case, if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the 1933 Act and Applicable Securities Act Legislation and that the restrictions on transfer contained herein and in the Restricted Notes U.S. Legend are shall no longer be required in order to maintain compliance with the Securities 1933 Act, provided, however, that no beneficial interest in a Canadian Placement Global Note shall be exchanged for or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note prior to the expiration of the Distribution Compliance Period. ​ Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Subject to Section 2.06(a) hereof, a Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E)case, if the Company or the Security Registrar Issuers so requests request or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Security Registrar and the Company Issuers to the effect that such exchange or transfer is in compliance complies with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(iii), the Issuers shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the Holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such Holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g), the aggregate principal amount of the applicable Restricted Global Note. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holder Holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a (1) a transferbroker-dealer, makes any and all certifications required (2) a Person participating in the applicable letter distribution of transmittal the Exchange Notes or (or 3) a Person who is deemed an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Sixth Supplemental Indenture herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 3.3 of the Indenture, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in accordance with the terms clauses (i), (ii) or (iii) of this Indenture (including Section 1.02(a2.06(a) hereof and Section 2.04 of if the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if If the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if If the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph clause (Eiii), if the Company Registrar or the Security Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and or to the Company Issuer, as the case may be, 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 Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer and in accordance with the holder Registration Rights Agreement (1) a broker-dealer, (2) a Person participating in the distribution of the beneficial interest Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; (B) such transfer is effected pursuant to be transferred, the Shelf Registration Statement in accordance with the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of Shelf Registration Statement in accordance with the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a I Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit EXHIBIT C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit EXHIBIT B hereto, including the certifications in item 4 (3) thereof; , and, in each such case set forth in this subparagraph (EB), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A In the event Definitive Notes are issued pursuant to Section 2.6(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable such Registration Rights Agreement; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities Acta Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with a Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph clause (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.6(c)(iii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) Transmittal as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities Acta Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with a Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by the applicable Registration Rights AgreementCompany; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Registration Statement in accordance with the Registration Rights Agreement; andor (EC) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C E hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B D hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EC), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and with the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement;Issuer’s consent; or (B) such Notes are sold exchange or exchanged pursuant to an effective registration statement under transfer is effected after the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements expiration of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect 40-day distribution compliance period set forth in Exhibit B hereto, including Regulation S and the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EB), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted AMERICAS #131324944v8 Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C D hereto, including the certifications in item 1(b(1)(b) thereof; thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B C hereto, including the certifications in item 4 thereof; (4) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and, upon receipt of an Issuer Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Issuer Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture)) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act;; or (CB) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (EC) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 thereof; and, in each such case set forth in this subparagraph (EC), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) [Intentionally Omitted] (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (C) [Intentionally Omitted] (D) such exchange or transfer is effected pursuant to a Registered Exchange Offer and after the holder expiration of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect 40-day distribution compliance period set forth in Exhibit B hereto, including Regulation S and the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted AMERICAS #131484985v4 Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C D hereto, including the certifications in item 1(b(1)(b) thereof; thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B C hereto, including the certifications in item 4 thereof; (4) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and, upon receipt of an Issuer Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Issuer Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; ​ and, in each such case set forth in this subparagraph clause (Eii), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act.. ​ Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note. Any Restricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(ii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. ​ ​

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only upon the terms occurrence of this Indenture (including Section 1.02(a) hereof and Section 2.04 any of the Base Indentureevents described in clause (i), (ii), (iii) only ifor (iv) of Section 2.06(a) hereof, upon receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel and upon receipt by the Registrar of the following documentation: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph subclause (Eiii), if the Company or the Security Registrar Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 3.07(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B B-1 hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ESection 3.07(c)(2), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of this Section 3.07(c)(2), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 3.02, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 3.07(h), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (i) a Broker-Dealer acquiring Notes directly from the Issuers, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by the applicable Registration Rights AgreementIssuers; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities Act;Shelf Registration Statement in accordance with the Registration Rights Agreement; or (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C B hereto, including the certifications in item 1(b(3) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EC), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (Ea) the Security Registrar receives the following: (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B C hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (Ed), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed an affiliate (as defined in Rule 144) of the Issuers; (B) such transfer is effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit EXHIBIT C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit EXHIBIT B hereto, including the certifications in item 4 (4) thereof; 36 and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ESection 2.06(c)(2), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(2), the Company will execute and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee will authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest pursuant to instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee will reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: : (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: : (1i) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C D hereto, including the certifications in item 1(b(1)(b) thereof; or or (2ii) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B C hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and, upon receipt of an Issuer Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Issuer Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Company and Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable such Registration Rights Agreement; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities Acta Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with a Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form 28 of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph clause (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph clause (Eii), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the ​ Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(ii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required certifies in the applicable letter Letter of transmittal Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is deemed to have made such certifications if delivery is made through an affiliate (as defined in Rule 144) of the Applicable Procedures) as may be required by the applicable Registration Rights AgreementCompany; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (EC) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EC), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only upon the terms occurrence of this Indenture (including Section 1.02(a) hereof and Section 2.04 any of the Base Indentureevents in clauses (i) only if: or (Aii) such exchange or transfer is effected pursuant to a Registered Exchange Offer of Section 2.06(a) and if the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ESection 2.06(c)(iii), if the Company Issuer or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Issuer and Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any unrestricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will mail such unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) will not bear the Private Placement Legend.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Subject to Section 2.07(a) hereof, a Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (Eiii), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.07(c)(iii), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.07(i), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all provides the certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Letter of Transmittal and the Exchange Offer Registration Statement; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E3), if the Company or the Security Registrar Issuers so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only upon the terms occurrence of this Indenture (including Section 1.02(a) hereof and Section 2.04 any of the Base Indentureevents in clause (1) only if: or (A2) such exchange or transfer is effected pursuant to a Registered Exchange Offer of Section 2.06(a) and if the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E3), if the Company Parent Issuer or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Parent Issuer and Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall, upon receipt of an Issuer Order, authenticate and mail to the Person designated in the instructions provided pursuant to the following sentence a Definitive Note in the appropriate principal amount. Any Unrestricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(3) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions to the Trustee and the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will mail such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b) thereof; or (2B) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 thereof; and, in each such case set forth in this subparagraph (E), and if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.08(c)(ii), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.08(g), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (E)case, if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities 1933 Act and applicable securities laws in Canada and that the restrictions on transfer contained herein and in the Restricted Notes 144A Legend are shall no longer be required in order to maintain compliance with the Securities 1933 Act, provided, however, that no beneficial interest in a Canadian Placement Global Note shall be exchanged for or transferred to a Person who takes delivery thereof in the form of a Restricted Definitive Note prior to the expiration of the Distribution Compliance Period. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1A) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b) thereof; or (2B) if the holder Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 thereof; and, in each such case set forth in this subparagraph (E), and if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.08(c)(ii), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.08(i), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Subject to Section 2.07(a) hereof, a Holder of a beneficial interest in a Restricted Global Note of a series may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) such series only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Registrar receives the following: (1) if the holder Holder of such beneficial interest in a Restricted Global Note of such series proposes to exchange such beneficial interest for a Definitive Note of such series that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder Holder of such beneficial interest in a Restricted Global Note of such series proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note of such series that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (EA), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.07(c)(iii), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.07(g), the aggregate principal amount of the applicable Restricted Global Note.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and applicable law and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required provides in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Letter of Transmittal and the Exchange Offer Registration Rights AgreementStatement; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities ActShelf Registration Statement in accordance with the Registration Rights Agreement and applicable law; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and applicable law; andor (ED) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel in form counsel (which opinion and counsel are reasonably acceptable satisfactory to the Security Registrar Company and the Company Trustee) 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 Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter Letter of transmittal Transmittal; (or B) such transfer is deemed effected pursuant to have made such certifications if delivery is made through a Shelf Registration Statement in accordance with the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer participating in the Exchange Offer pursuant to an exchange offer registration statementExchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives and the Company receive the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all the required certifications required in accordance with the applicable letter Letter of transmittal Transmittal and the terms of the Exchange Offer; (or B) such transfer is deemed effected pursuant to have made such certifications if delivery is made through the Applicable Procedures) as may be required by Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerParticipating Broker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; andor (ED) the Security Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company or the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note as permitted by this Indenture or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with the terms of as permitted by this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered the Exchange Offer in accordance with the Registration Rights Agreement and applicable law and the holder of the such beneficial interest to be transferredinterest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all provides the certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Letter of Transmittal and the Exchange Offer Registration Rights AgreementStatement; (B) such Notes are sold or exchanged transfer is effected pursuant to an effective registration statement under the Securities ActShelf Registration Statement in accordance with the Registration Rights Agreement and applicable law; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a brokerBroker-dealer Dealer pursuant to an exchange offer registration statementthe Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and applicable law; andor (ED) the Security Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder substantially in the form of Exhibit C attached hereto, including the certifications in item 1(b(1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Restricted Notes Private Placement Legend, a certificate from such holder substantially in the form of Exhibit B attached hereto, including the certifications in item 4 (4) thereof; and, in each such case set forth in this subparagraph (ED), if the Company Registrar or the Security Registrar Company so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel in form counsel (which opinion and counsel are reasonably acceptable satisfactory to the Security Registrar Company and the Company Trustee) 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 Restricted Notes Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.06(c)(i) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note in accordance with only if the terms of this Indenture (including Section 1.02(a) hereof and Section 2.04 of the Base Indenture) only if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement; (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; (C) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 4(a) thereof; or (D) such transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; and (E) the Security Note Registrar receives the following: : (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item 1(b(1)(b) thereof; or , or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Restricted Notes LegendNote, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item 4 (4) thereof; , and, in each such case set forth in this subparagraph (E)case, if the Company or the Security Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Note Registrar and the Company to the effect that such exchange or transfer is shall be effected in compliance with the Securities Act and the transfer restrictions contained herein and that the restrictions on transfer contained herein and in the Restricted Notes Private Placement Legend are shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(iii)(2) the Company shall execute, and, upon receipt of an Company Order in accordance with Section 2.05 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Note Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(c)(vii) hereof the aggregate principal amount of the applicable Restricted Global Note.