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

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of either of the subparagraphs in this Section 2.3(c)(22.06(d)(2), the Trustee shall cancel such Restricted the Definitive Security Securities and the Registrar shall increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Notes for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.3(c)(22.06(d)(2), the Trustee shall will cancel such the Restricted Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with applicable 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 (or via the Depositary’s book-entry system) that, among other things, it is not (i) a Person participating in the distribution of the Exchange Securities or (ii) an affiliate (as defined in Rule 144) of the Company and that any Exchange Securities to be acquired by such holder will be acquired in the ordinary course of its business; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) such transfer is effected by an Exchanging Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (D) the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.06(d)(2), the Trustee shall cancel such Restricted the Definitive Security Securities and the Registrar shall increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B C hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Definitive Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix C Exhibit B hereto, including the certifications in item (1)(c1)(b) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Definitive Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix B Exhibit A hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the followingif: (A) if such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such Restricted Definitive Security proposes to exchange such Security for a the beneficial interest to be transferred, in the case of an Unrestricted Global Securityexchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Security Registrar receives a completed certificate from such holder Holder in the form of Appendix C heretoExhibit B or Exhibit C, including the certifications as applicable, and an opinion of counsel in item (1)(c) thereof; or (B) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Securityform, a certificate and from such holder in the form of Appendix B heretolegal counsel, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company Security Registrar and the Registrar Company to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.05(f)(ii), the Trustee shall cancel such the Restricted Definitive Security Securities so transferred or exchanged and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.06(d)(2), the Trustee shall will cancel such the Restricted Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (2), if the Registrar Issuers so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar such Issuer to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.06(d)(2), the Trustee shall will cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (1) the Registrar receives the following: (A) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subsection (ii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act; or (2) such transfer is effected pursuant to an automatic exchange in accordance with Section 2.07(j). Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.07(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Security Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2case, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(23.05(d)(2), the Trustee shall will cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security of the same series or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security of the same series only if the Security Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix C heretoExhibit B, including the certifications in item (1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix B heretoExhibit A, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (ii), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Security Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(23.2(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: : (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so requiresubparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company Registrar and the Registrar Company to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(ii), the Trustee shall cancel such the Restricted Definitive Security Securities so transferred or exchanged and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2)a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Security Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c1(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit B hereto, including the certifications in item (4) 4 thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Security Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(2209(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) 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 Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(2), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c3) thereof; or (B) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (1) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Securities or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (2) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (3) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (4) the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(2), the Trustee shall will cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Security Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Security Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(2203(d)(ii), the Trustee shall cancel such the applicable Restricted Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Security Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c1(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit B hereto, including the certifications in item (4) 4 thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Security Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(2209(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to an effective registration statement under the Securities Act; or (B) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph ‎(B), if the Registrar so requests or if the Applicable Procedures so require, such Holder delivers to the Company an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(2‎Section 2.06(d)(ii), the Trustee shall will cancel such the Restricted Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B C hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer Table of ContentsTable of Contents contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) 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 Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and state "blue sky" laws and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(2), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C D hereto, including the certifications in item (1)(c) thereof; or (B) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B C hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Notes for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.07(d)(2), the Trustee shall will cancel such the Restricted Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2case, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(2), the Trustee shall cancel such Restricted the Definitive Security Securities and the Registrar shall increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause (2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Series B Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: : (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requests or if the Applicable Procedures so requiresubparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company Registrar and the Registrar Company to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.06(d)(ii), the Trustee shall cancel such the Restricted Definitive Security Securities so transferred or exchanged and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause subparagraph (2), if the Registrar applicable Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar such Issuer to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.06(d)(2), the Trustee shall will cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Definitive Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix C Exhibit B hereto, including the certifications in item (1)(c1)(b) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Definitive Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix B Exhibit A hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.06(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal Principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 19 (D) the Security Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit C hereto, including the certifications in item (1)(c1(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit B hereto, including the certifications in item (4) 4 thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Security Registrar to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(2209(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix C heretoExhibit C, including the certifications in item (1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of a beneficial interest in an the Unrestricted Global Security, a certificate from such holder Holder in the form of Appendix B heretoExhibit B, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company Registrar and the Registrar Company to the effect that such exchange or transfer shall be effected is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall are no longer be required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.3(c)(22.6(d)(ii), the Trustee shall cancel such Restricted the Definitive Security Securities and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.