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

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, or (2) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, and, in each such case, 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 shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Transfer from such holder in the form of Exhibit B heretoHolder, including the certifications in item (45) thereof, ; and, in each such casecase set forth in this clause (D), 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(c) thereof, ; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Transfer from such holder in the form of Exhibit B heretoHolder, including the certifications in item clause (45) thereof, ; and, in each such case, if the Registrar or the Issuers so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that (1) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (2) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Notes or Exchange Notes, (3) it is not an "affiliate" of the Company, as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (4) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, and (5) if such Holder is a Broker-Dealer, that it will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (C) the Security Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in this subparagraph (C), if the Registrar Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar Company to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction the delivery to it of the conditions of any of the clauses in documentation to be received by it under this Section 2.6(d)(iisubsection (d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.. (iii)

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note the Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2B) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note the Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in subparagraphs (A) and (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.6(d)(2), the Trustee shall will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Restricted 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 will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of one of the Unrestricted Global NoteNotes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (2)(B) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if if: 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; such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in this subparagraph (D), 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Restricted Definitive 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 the Registrar receives the following: (1) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, or (2) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B attached hereto; provided, including the certifications in item (4) thereofhowever, and, in each such case, that if the Registrar Issuers so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar Issuers, to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Restricted Note Legend shall are no longer be required in order to maintain compliance with the Securities Act, shall also be delivered to the Registrar. Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(iisubparagraph (b), the Trustee shall cancel such the Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (b) at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of a Company Order in accordance with Section 2.04 and an Officers’ Certificate and Opinion of Counsel pursuant to Section 11.04 of the Original Indenture, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (b).

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if if: such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a 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 relevant Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; such transfer is effected by a broker- dealer pursuant to the Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in this subparagraph (D), 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2B) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B C hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in this subparagraph (2), if the Registrar or an Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and an Issuer to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(2), the Trustee shall will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Restricted 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 will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of one of the Unrestricted Global Note.Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B) or (3) above at a time when an Unrestricted Global Note has not

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note the Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2B) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note the Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in subparagraphs (A) and (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.42

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if if: (A) such transfer is effected pursuant to an effective registration statement; or (B) the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C heretoC, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B heretoB, including the certifications in item (4) thereof, ; and, in each such casecase set forth in this subparagraph (B), 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.. (iii) 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

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the followingreceives: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Transfer from such holder in the form of Exhibit B heretoHolder, including the certifications in item (45) thereof, ; and, in each such case, 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase increase, or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof increased, the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2B) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such case, 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if if: (A) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in this Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.56 KE 79433857.6

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(c) thereof, ; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Transfer from such holder in the form of Exhibit B heretoHolder, including the certifications in item (45) thereof, ; and, in each such case, if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuer to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such case, if the Registrar so requests or if the Applicable Procedures so requirecase set forth in this subparagraph (D), an Opinion of Counsel in form form, and from legal counsel, reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel such the Restricted Definitive Note Notes so transferred or exchanged and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(c) thereof, ; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Transfer from such holder in the form of Exhibit B heretoHolder, including the certifications in item clause (45) thereof, ; and, in each such case, if the Registrar or the Issuer so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuer to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(2), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Note Registrar receives the following: (1A) if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, or (2B) if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, and, in each such case, if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer 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 Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii2.06(c)(iv)(2), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h2.06(c)(vii) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1a) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof, ; or (2b) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, ; and, in each such casecase set forth in this Section 2.06(d)(2), if the Issuer or the Registrar so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar Issuer or the Registrar, as the case may be, to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if if; (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a 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 Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(cl)(c) thereof, ; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, and; , in each such casecase set forth in this subparagraph (D), 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii3.2(d)(2), the Trustee shall will cancel the Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Restricted Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted 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 will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of one of the Unrestricted Global Note.Notes, any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 3.2, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. (e)

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(c) thereof, ; or (2ii) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Transfer from such holder in the form of Exhibit B heretoHolder, including the certifications in item clause (45) thereof, ; and, in each such case, if the Registrar or the Issuer so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuer to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(2), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Restricted 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 increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of one of the Unrestricted Global Note.Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subsection (1)(B) or (3) above of this Section 2.06(d) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, 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. (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon j]im]kl Zq Y Cgd\]x x^ ?]^afalan] Igl]k Yf\ km[` Cgd\]jzk [gehdaYf[] oal` l`] hjgnakagfk g^ l`ak Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Definitive Notes shall be exchanged only for Definitive Notes pursuant to this subsection (e). Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Exchange from such holder in the form of Exhibit C heretoHolder, including the certifications in item (1)(c) thereof, ; or (2) if the holder Holder of such Restricted Definitive Note Notes proposes to transfer such Note Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Note, a certificate duly completed Certificate of Transfer from such holder in the form of Exhibit B heretoHolder, including the certifications in item (45) thereof, ; and, in each such casecase set forth in this clause (ii), 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 shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the clauses subparagraphs in this Section 2.6(d)(ii2.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Note Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.