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

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) the Registrar receives the following: A. if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to an effective registration statement under the Shelf Registration Statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiB), if the Registrar Company so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement a registration statement filed in accordance with the Registration Rights Agreement; or (2B) the Registrar Note registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar Note registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement a registration statement filed in accordance with the Registration Rights Agreement; or (2B) the Note Registrar receives the following: A. (1) if the Holder holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder holder in the form of Exhibit C E hereto, including the certifications in item (1)(d) thereof; or B. (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 an Unrestricted Definitive Note, a certificate from such Holder holder in the form of Exhibit B D hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiB), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) if the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C heretoC, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B heretoB, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), if the Registrar Issuers so requestsrequest, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) the Registrar receives the following: A. (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (B) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) if the Registrar receives the following: A. (A) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (B) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (ii), if the Registrar so requestscase, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiB), if the Company or Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar Company or 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to an effective registration statement under the Shelf Registration Statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereoftherein; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement a registration statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph clause (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar and the 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[reserved]; (2B) the [reserved]; (C) [reserved]; (D) Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiD), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive De- finitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Defini- tive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreementa shelf registration statement; or (2B) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange ex- change such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit Exhib- it B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar Applicable Procedures so requestsrequire, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect ef- fect 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) 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) such transfer is effected by a broker-dealer pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreementan exchange offer registration statement; or (2D) the Registrar receives the following: A. if the Holder of such Restricted Definitive Note proposes is being transferred pursuant to exchange such Note for an Unrestricted Definitive Noteexemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder to the effect set forth in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (44(a) thereof; and, in each such case set forth in this subparagraph (ii), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (2D) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C C-2 hereto, including the certifications in item (1)(d1) (d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (ii), if the Registrar so requests, 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.an

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive De- finitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement a registration statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive De- finitive 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 set forth in this subparagraph clause (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (2D) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (ii), if the Registrar so requests, 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.Unrestricted

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or; B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such exchange or transfer is effected pursuant to the Registration Exchange Offer in accordance with the Registration Rights Agreement 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 the certifications contained in Section 2 of the Registration Rights Agreement; (2) such transfer is effected pursuant to the Shelf Registration Statement or Demand Registration Statement in accordance with the Registration Rights Agreement; or (23) the Registrar receives the following: A. (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C D hereto, including the certifications in item (1)(d) thereof; or B. (B) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B C hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such exchange or transfer is effected pursuant to the Shelf Exchange Offer 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 Issuer; (B) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights AgreementStatement; or (2C) the Registrar receives and the following: A. if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, Issuer receive a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such the case set forth in this subparagraph (iiC), if the Registrar or the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar or the Issuer, 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit EXHIBIT C hereto, including the certifications in item (1)(d) thereof; , or B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit EXHIBIT B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiD), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreementan effective registration statement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C heretoC, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B heretoB, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar or Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar and 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[Intentionally Omitted]; (2B) [Intentionally Omitted]; (C) [Intentionally Omitted]; (D) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiD), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer or exchange is effected pursuant to following the Shelf declaration of effectiveness by the Commission of the Registration Statement duly filed in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph clause (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (42) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreementan effective registration statement; or (2B) the Registrar receives the following: A. if (i) the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiB), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiB), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1i) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (2ii) the Security Registrar receives the following: A. (A) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit EXHIBIT C hereto, including the certifications in item (1)(d) thereof; or B. (B) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B EXHIBIT D hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), if the Security Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Security 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2) if the Registrar receives the following: A. (A) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (B) if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph clauses (ii)A) and (B) above, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the U.S. Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement[Reserved]; (B) [Reserved]; (C) [Reserved]; or (2D) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiD), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:: Table of Contents (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreementan effective registration statement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) 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; (2) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (3) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (24) the Registrar receives the following: A. (a) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (b) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (ii), if the Registrar so requests, 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.Definitive

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement a registration statement filed in accordance with the Registration Rights Agreement; or (2B) the Note Registrar receives the following: A. (1) if the Holder holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder holder in the form of Exhibit C E hereto, including the certifications in item (1)(d) thereof; or B. (2) if the Holder holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder holder in the form of Exhibit B D hereto, including the certifications in item (43) thereof, as applicable; and, in each such case set forth in this subparagraph (iiB), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[reserved]; (2B) [reserved]; (C) [reserved]; (D) the Note Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiD), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Note 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreementan effective registration statement; or (2B) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiB), if the Registrar Company so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or[Reserved.] (2B) [Reserved.] (C) [Reserved.] (D) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (ii) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (iiD), if the Registrar so requests, 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer is effected pursuant to the Shelf Registration Statement a registration statement in accordance with the Registration Rights AgreementSecurities Act; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph clause (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph clause (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar and SFC 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2A) the Registrar receives the following: A. (i) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Restricted Definitive Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(dl)(d) thereof; or B. (ii) if the Holder of such Restricted Definitive Note Notes proposes to transfer such Note Restricted Definitive Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; , and, in each such case set forth in this subparagraph (iiSection 2.06(e)(2)(A), if the Registrar so requestsrequests 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) such transfer 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 effected pursuant to not a Person who is an affiliate (as defined in Rule 144) of the Shelf Registration Statement in accordance with the Registration Rights AgreementIssuer; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), if the Registrar so requests, and 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.

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1) such exchange or transfer is effected pursuant to a Registered 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 (A) a broker-dealer, (B) a Person participating in the distribution of the Exchange Notes or (C) a Person who is an affiliate (as defined in Rule 144) of the Company; (2) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (3) any such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (24) the Registrar receives the following: A. (A) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or B. (B) if the 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 an Unrestricted Definitive 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 set forth in this subparagraph (ii), if the Registrar so requests, 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.;

Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (1A) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (2B) the Registrar receives the following: A. (1) if the Holder of such Restricted Definitive Note Notes proposes to exchange such Note Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C attached hereto, including the certifications in item (1)(d) thereof; or B. (2) if the 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 an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B attached hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.