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

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange from such Holder, including the certifications in clause (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfer, including the certifications in clause (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfer, including the certifications in clause (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a duly completed Certificate of Transfer, including the certifications in clause (4)(a) thereof; (E) if such Restricted Definitive Note is being transferred to the Issuer or any of the Restricted Subsidiaries, a duly completed Certificate of Transfer, including the certifications in clause (4)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2)

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (Aa) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; (Bb) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; (Cc) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; (Dd) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; (Ee) if such Restricted Definitive Note is being transferred to the an Issuer or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(b3)(b) thereof; or (Ff) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(c3)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2),

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the Issuer registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Definitive Note is being transferred to the Company or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(b3)(b) thereof; or (FG) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(c3)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note, and in all other cases, the IAI Global Note. -43- If any transfer to an IAI Global Note is effected at a time when an IAI Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more IAI Global Notes in an aggregate principal amount equal to the aggregate principal amount of the Restricted Definitive Note transferred pursuant to this subparagraph. (2)

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; (E) if such Restricted Definitive Note is being transferred to the Issuer Company or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(b3)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(c3)(c) thereof, and the Trustee shall will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, Note and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; (E) if such Restricted Definitive Note is being transferred to the Issuer Company or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(b3)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(c3)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Security Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; or (E) if such Restricted Definitive Note is being transferred to the Issuer Company or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(b3)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) aboveeach such case, the applicable appropriate Restricted Global Note, in the case of clause . (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2ii)

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause --------- item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the --------- certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause --------- item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause --------- item (4)(a3)(a) thereof; (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the Issuer registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, --------- certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such Restricted Definitive Note is being transferred to Stater Bros. or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(b3)(b) --------- thereof; or (FG) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the --------- certifications in clause item (4)(c3)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (Cc) above, the applicable Regulation S Global Note. -43- (2), and in all other cases, the IAI Global Note.

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit D hereto, including the certifications in clause item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C hereto, including the certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C hereto, including the certifications in clause item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C hereto, including the certifications in clause item (4)(a3)(a) thereof; (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the Issuer or any registration requirements of the Restricted SubsidiariesSecurities Act other than those listed in subparagraphs (B) through (D) above, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C hereto, including the certifications in clause certifications, certificates and Opinion of Counsel required by item (4)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c3) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2)if applicable;

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentationdocumen- tation: (Ai) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit D, including the certifications in clause item (2)(b) thereof; (Bii) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C, including the certifications in clause item (1) thereof; (Ciii) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C, including the certifications in clause item (2) thereof; (Div) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C, including the certifications in clause item (4)(a3)(a) thereof; (Ev) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (ii) through (iv) above, a certificate to the effect set forth in Exhibit C, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; (vi) if such Restricted Definitive Note is being transferred to the Issuer Company or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C, including the certifications in clause item (4)(b3)(b) thereof; or (Fvii) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit C, including the certifications in clause item (4)(c3)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (Ai) above, the applicable appropriate Restricted Global Note, in the case of clause (Bii) above, the applicable 144A Global Note, and in the case of clause (Ciii) above, the applicable Regulation S Global Note, and in all other cases, the IAI Global Note. -43- (b) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (i) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (ii) such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement; (iii) such transfer is effected by a Participating Broker- Dealer pursuant to the Registration Statement filed to effect the Exchange Offer in accordance with the Registration Rights Agreement; or (iv) the Registrar receives the following: (A) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unre- stricted Global Note, a certificate from such Holder in the form of Exhibit D, including the certifications in item (1)(c) thereof; or (B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iv), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 3.05(b), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Un- restricted Global Note. (c) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and in- crease or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (b)(ii), (b)(iv) or (c) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a written Authentica- tion Order in accordance with Section 1.03, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. Section 3.06

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the Issuer or any registration requirements of the Restricted SubsidiariesSecurities Act other than those listed in subparagraphs (B) through (D) above, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause certifications, certificates and Opinion of Counsel required by item (4)(b3) thereof, if applicable; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities ActCompany or any of its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(c3)(b) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2);

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A144A under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; (C) if such Restricted Definitive Note is being transferred to a Non-Non- U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904904 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144144 under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (EB) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; if such Restricted Definitive Note is being transferred to the Issuer Company or any of the Restricted its Subsidiaries, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(b3)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(c3)(c) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable appropriate Restricted Global Note, in the case of clause (B) above, the applicable Rule 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2).

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a duly completed Certificate of Exchange certificate from such HolderHolder in the form of Exhibit C hereto, including the certifications in clause item (2)(b) thereof; thereof; (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (1) thereof; thereof; (C) if such Restricted Definitive Note is being transferred to a Non-Non- U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (2) thereof; thereof; (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause item (4)(a3)(a) thereof; thereof; (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the Issuer or any registration requirements of the Restricted SubsidiariesSecurities Act other than those listed in subclauses (B) through (D) above, a duly completed Certificate of Transfercertificate to the effect set forth in Exhibit B hereto, including the certifications in clause certifications, certificates and Opinion of Counsel required by item (4)(b) thereof; or (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a duly completed Certificate of Transfer, including the certifications in clause (4)(c3) thereof, and the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. -43- (2)if applicable;