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 the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), to the extent permitted pursuant to the Private Placement Legend and 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 of a series may be exchanged by the Holder thereof for an Unrestricted Definitive Note for the same series or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if of such series if: (A) any such transfer is effected pursuant to an effective registration statement under the Security Securities Act; or (B) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive NoteNote for the same series, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote for the same series, a certificate from such Holder substantially in the form of Exhibit BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Security Registrar 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 of the same series or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if of the Security same series if: (A) [Reserved]; (B) [Reserved]; (C) [Reserved]; or (D) the Registrar receives the following: (1i) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive NoteNote of the same series, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote of the same series, a certificate from such Holder substantially in the form of Exhibit BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiD), to the extent permitted pursuant to the Private Placement Legend and 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 if: (A) such exchange or transfer is effected with the Security Company’s consent; or (B) 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 of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Security 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 if: (A) such transfer is effected pursuant to an effective registration statement; or (B) the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and 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 the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii)) if the Issuers (and, prior to the extent permitted pursuant to Escrow Release Date, the Private Placement Legend and if the Security Registrar Escrow Issuers) so requestsrequest, an Opinion of Counsel in form reasonably acceptable to the Security Registrar Issuers (and, prior to the Escrow Release Date, the Escrow 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 if: (A) the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiA), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar or the Issuers so requests, request an Opinion of Counsel in form reasonably acceptable to the Security Registrar or the Issuers, 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; or (B) such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(i) of this Indenture.

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 if: (A) such transfer is effected pursuant to a shelf registration statement; or (B) the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and 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 if: (A) such exchange or transfer is effected pursuant to the Security Exchange Offer, the Shelf Registration Statement or the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (B) the Registrar receives the following: (1i) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and 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 of the same Series of Notes or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note of the same Series of Notes if the Security applicable Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive NoteNote of the same Series of Notes, a certificate from such Holder substantially in the form of Exhibit CC-1 or Exhibit C-2 hereto, as applicable, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote of the same Series of Notes, a certificate from such Holder substantially in the form of Exhibit BB-1 or Exhibit B-2 hereto, as applicable, hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph subclause (ii), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar Issuers so requestsrequest, an Opinion of Counsel in form reasonably acceptable to the Security Registrar 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 of the same series or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if of the Security same series if: (A) [reserved]; (B) [reserved]; (C) [reserved]; or (D) the Registrar receives the following: (1i) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive NoteNote of the same series, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote of the same series, a certificate from such Holder substantially in the form of Exhibit BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiD), to the extent permitted pursuant to the Private Placement Legend and 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 the Security Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated New First Out Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated New First Out 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii‎Section 2.06(e)(ii), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar or Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Security 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 if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement; or (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; or (C) the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph subclause (iiC), to the extent permitted pursuant to the Private Placement Legend and 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 if: (A) any such transfer is effected pursuant to a registration statement filed in accordance with the Security Registration Rights Agreement (which shall be evidenced by an Officers’ Certificate to such effect); or (B) the Note Registrar receives and Trustee receive the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CE hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BD hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and if the Security Note Registrar or Trustee so requests, an Opinion of Counsel in form reasonably acceptable to the Security 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 the Security Registrar receives the following: (1A) such an exchange or transfer is effected pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4) thereof; or (B) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2C) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiSection 2.06(e)(ii), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar or Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Security Registrar or 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 takes delivery thereof in the form of an Unrestricted Definitive Note if the Security Registrar receives the following: (1I) if the Holder of such Restricted Definitive Notes Note proposes to exchange such Subordinated Notes Restricted Definitive Note for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C, including E to the certifications in item (1)(d) thereofIndenture; or (2II) if the Holder of such Restricted Definitive Notes Note proposes to transfer such Subordinated Notes Restricted Definitive Note 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 BD to the Indenture, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii)case, to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Security 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 Restricted Notes 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 the Security Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Superpriority Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Superpriority 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii‎Section 2.06(e)(ii), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar or Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Security 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 if: (A) such exchange or transfer is effected pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement; or (C) the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CD hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BC hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ii), to the extent permitted pursuant to the Private Placement Legend and 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 of the same Series of Notes or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if of the Security same Series of Notes if: (A) such transfer is effected pursuant to an effective registration statement; or (B) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive NoteNote of the same Series of Notes, a certificate from such Holder substantially in the form of Exhibit CC-1 or C-2 hereto, as applicable, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote of the same Series of Notes, a certificate from such Holder substantially in the form of Exhibit BB-1 or B-2 hereto, as applicable, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and 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 of the same series of Notes or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if of the Security same series of Notes if: (A) such transfer is effected pursuant to an effective registration statement; or (B) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive NoteNote of the same series of Notes, a certificate from such Holder substantially in the form of Exhibit CC-1 or C-2 hereto, as applicable, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote of the same series of Notes, a certificate from such Holder substantially in the form of Exhibit BB-1 or B-2 hereto, as applicable, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and 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 if: (A) such exchange or transfer is effected with the Security Issuer’s consent; or (B) 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 of such Restricted Definitive Notes proposes to exchange such Subordinated 5.625% Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 5.625% 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Security Registrar 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 if: (A) such exchange or transfer is effected with the Security Issuers’ consent; or (B) 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 of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Security Registrar 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 of the same series of Notes or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note of the same series of Notes if the Security applicable Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive NoteNote of the same series of Notes, a certificate from such Holder substantially in the form of Exhibit CC-1 or Exhibit C-2 hereto, as applicable, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote of the same series of Notes, a certificate from such Holder substantially in the form of Exhibit BB-1 or Exhibit B-2 hereto, as applicable, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiSection 2.06(f)(2), to the extent permitted pursuant to the Private Placement Legend and if the Security applicable Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Security Issuers and such 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 if: (A) any such transfer is effected pursuant to a registration statement filed in accordance with the Security Registration Rights Agreement (which shall be evidenced by an Officers' Certificate to such effect); or (B) the Note Registrar receives and Trustee receive the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CE hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BD hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (iiB), to the extent permitted pursuant to the Private Placement Legend and if the Security Note Registrar or Trustee so requests, an Opinion of Counsel in form reasonably acceptable to the Security 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 if: (A) the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated 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 BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiA), to the extent permitted pursuant to the Private Placement Legend and 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.; or (B) such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture. Table of Contents

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 the Security Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes proposes to exchange such Subordinated Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit CC hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes proposes to transfer such Subordinated Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive NoteNote pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act, a certificate from such Holder substantially in the form of Exhibit BB hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (iiSection 2.06(e)(ii), to the extent permitted pursuant to the Private Placement Legend and if the Security Registrar or Issuers so requests, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and 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.