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: (A) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item (1)(d) thereof; or (2) if the holder of such Restricted Definitive Notes proposes to transfer such 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 D hereto, including the certifications in item (3) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or (B) the Note Registrar registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (3) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 of a series may be exchanged by the holder 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 of such series if: (A) any such transfer is effected pursuant to a an effective registration statement filed in accordance with under the Registration Rights AgreementSecurities Act; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive NoteNote for the same series, a certificate from such holder Holder substantially in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 Holder substantially in the form of Exhibit D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a an effective registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E heretoC, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D heretoB, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such exchange or transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights AgreementCompany’s consent; or (B) 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: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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: (A1) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (B2) the Note Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Notes Note proposes to exchange such Notes Note for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2B) if the holder Holder of such Restricted Definitive Notes Note proposes to transfer such Notes 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (Bii), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with if the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), ii) if the Note Registrar Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) so requestsrequest, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a shelf registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a an effective registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a an effective registration statement filed in accordance with under the Registration Rights AgreementSecurities Act; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar Company so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such exchange or transfer is effected pursuant to a registration statement filed the Exchange Offer, the Shelf Registration Statement or the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights AgreementSecurities Act; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph clause (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a an effective registration statement filed in accordance with under the Registration Rights AgreementSecurities Act; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the applicable certifications in item (3) thereoftherein; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with if the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2B) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requestscase, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed the Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Company or Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Restricted Definitive Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(dl)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Restricted Definitive 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 D B hereto, including the certifications in item (34) thereof; , and, in each such case set forth in this subparagraph (BSection 2.06(e)(2)(A), if the Note Registrar so requestsrequests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company 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 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 (A) any such transfer is effected pursuant to a an effective registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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 Debt 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 a registration statement filed 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 Debt Registration Rights Agreement; or (BD) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights AgreementSecurities Act; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph clause (B), if the Note 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 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: (A1) any 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 a registration statement filed the Shelf Registration Statement or Demand Registration Statement in accordance with the Registration Rights Agreement; or (B3) the Note Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Notes Note proposes to exchange such Notes Note for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E D hereto, including the certifications in item (1)(d) thereof; or (2B) if the holder Holder of such Restricted Definitive Notes Note proposes to transfer such Notes 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 D C hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (Bii), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or[reserved]; (B) the Note [reserved]; (C) [reserved]; (D) Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (BD), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer or exchange is effected pursuant to a registration statement following the declaration of effectiveness by the Commission of the Registration Statement duly filed in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph clause (B), if the Note 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 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: (A1) 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 registration statement filed Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (B4) the Note Registrar receives the following: (1a) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2b) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D hereto, including the certifications in item (3) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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.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: (A) any 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 registration statement filed Person who is an affiliate (as defined in accordance with Rule 144) of the Registration Rights AgreementIssuer; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, and an Opinion of Counsel in form reasonably acceptable to the Company 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 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 registration statement filed broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (B4) the Note Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2B) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or[Reserved.] (B) [Reserved.] (C) [Reserved.] (D) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (BD), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder of such Restricted Definitive Notes Note proposes to exchange such Notes Note for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item (1)(d) thereof; or (2) if the holder of such Restricted Definitive Notes Note proposes to transfer such Notes 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 D hereto, including the certifications in item (3) thereof, as applicable; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 De- finitive 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: (A) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights AgreementSecurities Act; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive De- finitive Note, a certificate from such holder Holder in the form of Exhibit D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph clause (B), if the Note 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement[Reserved]; (B) [Reserved]; (C) [Reserved]; or (BD) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (BD), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a an effective registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E heretoC, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D heretoB, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar or Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or[Intentionally Omitted]; (B) [Intentionally Omitted]; (C) [Intentionally Omitted]; (D) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (BD), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (32) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C attached hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B attached hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or[reserved]; (B) [reserved]; (C) [reserved]; (D) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (BD), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 De- finitive 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 Defini- tive Note if: (A) any such transfer is effected pursuant to a shelf registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange ex- change such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D Exhib- it B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar Applicable Procedures so requestsrequire, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a an effective registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar Company so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph clause (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such exchange or transfer is effected pursuant to a registration statement filed 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 Note Registration Rights Agreement; or (C) the Security Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit E D hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder Holder substantially in the form of Exhibit D C hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Security Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E EXHIBIT C hereto, including the certifications in item (1)(d) thereof; , or (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D EXHIBIT B hereto, including the certifications in item (3) thereof; and, in each such case set forth in this subparagraph (BD), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 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 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 a registration statement filed in accordance with the Exchange Offer Registration Rights AgreementStatement; or (BC) the Note Registrar receives and the following: (1) if the holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, Issuer receive a certificate from such holder Holder in the form of Exhibit E B hereto, including the certifications in item (1)(d) thereof; or (2) if the holder of such Restricted Definitive Notes proposes to transfer such 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 D hereto, including the certifications in item (3) thereof; and, in each such the case set forth in this subparagraph (BC), if the Note Registrar or the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or; (2) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (3) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a an effective registration statement filed in accordance with the Registration Rights Agreementstatement; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: (1i) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E C hereto, including the certifications in item (1)(d) thereof; or (2ii) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 D B hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (B), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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 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: (Ai) any such transfer is effected pursuant to a registration statement filed the Shelf Registration Statement in accordance with the Registration Rights Agreement; or; (Bii) the Note Security Registrar receives the following: (1A) if the holder Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder Holder in the form of Exhibit E EXHIBIT C hereto, including the certifications in item (1)(d) thereof; or (2B) if the holder Holder of such Restricted Definitive Notes proposes to transfer such 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 EXHIBIT D hereto, including the certifications in item (34) thereof; and, in each such case set forth in this subparagraph (Bii), if the Note Security Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company 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.