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

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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) an Exchanging Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A If Definitive Notes are permitted at such time to be issued pursuant to Section 2.07(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holder of such the beneficial interest, 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 (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate “affiliate” (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer a broker-dealer pursuant to the an Exchange Offer Registration Statement in accordance and such broker-dealer complies with the terms of the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Beneficial interests in Restricted Global Notes may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, an Unrestricted Definitive Note except to the extent set forth in Section 2.4 hereof. If so provided pursuant to Section 2.4, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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) an Exchanging 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 CompanyIssuer; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only ifupon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a), and: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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 (i1) an Exchanging a Broker-Dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate “affiliate” (as defined in Rule 144) of the CompanyIssuer; (B) such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance and such Broker-Dealer complies with the terms of the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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 (i1) an Exchanging a Broker-Dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (Aa) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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) an Exchanging a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (Bb) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (Cc) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (Dd) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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 not (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder Holder of such beneficial interest, 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 not (i1) an Exchanging a Broker-Dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:: if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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 not (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:pursuant

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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 not (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the a Registration Rights Agreement and the holder Holder of such beneficial interest, 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 (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the relevant Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the a Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the a Registration Rights Agreement; or (D) such exchange or transfer is effected after the Note expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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) an Exchanging 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 CompanyIssuers; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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 not (i1) an Exchanging a Broker-Dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holder Holder of such beneficial interest, 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 not (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate "affiliate" (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) : such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the holder Holder of such beneficial interest, 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 (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) ; such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) ; such transfer is effected by an Exchanging Dealer a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) or the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holder Holder of such beneficial interestinter- est, 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 (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the relevant Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) such exchange or transfer is effected after the Note expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the a Registration Rights Agreement and the holder Holder of such beneficial interest, 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 (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the relevant Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuer; (B) such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the a Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the a Registration Rights Agreement; or (D) such exchange or transfer is effected after the Note expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder Holder of such beneficial interest, 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 not (i1) an Exchanging Dealera broker-dealer, (ii2) a Person person participating in the distribution of the Exchange Notes or (iii3) a Person person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following: (1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Subject to Section 2.07(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the an Exchange Offer in accordance with the Registration Rights Agreement and the holder of such the beneficial interest, 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 (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate “affiliate” (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the a Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance and such broker‑dealer complies with the terms of the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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 not (i1) an Exchanging Dealera broker-dealer, (ii2) a Person participating in the distribution of the Exchange Notes or (iii3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following:

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, 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) an Exchanging Dealera Broker-Dealer acquiring Notes directly from the Issuers, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the CompanyIssuers; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Note Registrar receives the following: