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

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the 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) a Person who is 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) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) thereof; or (B) if the holder Holder of such Restricted Definitive Security proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive 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(e)(2), if the Registrar so requests, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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 (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 Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Restricted Definitive Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix C Exhibit B hereto, including the certifications in item (1)(d1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Restricted Definitive Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (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 an Unrestricted Definitive Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d1(d) 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 an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the 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 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; (B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.. ​

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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, makes the certifications required by the applicable Letter of Transmittal; (B) such transfer is effected pursuant to the Shelf Registration 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 proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix C heretoExhibit D, including the certifications in item (1)(d) thereof; or (B2) if the holder Holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix B heretoExhibit C, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (D), if the Registrar so requests, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the applicable Registration Rights Agreement and Section 2.5(f) hereof, 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 Issuers; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement and a certificate to the effect set forth in Exhibit A hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement and a certificate to the effect set forth in Exhibit A hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix C Exhibit B hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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 2, if the Registrar so requestssubparagraph (D), an Opinion of Counsel in form form, and from legal counsel, reasonably acceptable to the Company Registrar and the Registrar Issuers 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d2) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the followingif: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 305(f) hereof, 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or (D) the Security Registrar receives the following: (1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix C Exhibit D hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix B Exhibit C hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2, if the Registrar so requestssubparagraph (D), an Opinion of Counsel in form form, and from legal counsel, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: : (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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 requestssubparagraph (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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security Note may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security Note of the same series or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if Note of the same series 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Restricted Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 38 38 (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive SecurityNote of the same series, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive SecurityNote of the same series, 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (i) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the 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 (a) a Person participating in the distribution of the Exchange Securities or (b) a Person who is an affiliate (as defined in Rule 144) of either Issuer and that any Exchange Securities to be acquired by such holder will be acquired in the ordinary course of its business; (ii) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (iii) any such transfer is effected by an Exchanging Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or (iv) the Security Registrar receives the following: (A) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d2) thereof; or (B) if the holder Holder of such Restricted Definitive Security proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix B Exhibit D hereto, including the certifications in item (4) thereof; and, in each such case set forth in this clause 2subparagraph (iv), if the Security Registrar so requests, 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 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A) : if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) thereof; or (B) or 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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 (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 either of Revel; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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 requestsrequests , 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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 ; provided that a beneficial interest in a Regulation S Temporary Global Security may not be exchanged or transferred as aforesaid prior to (x) the expiration of the conditions of this Section 2.3(d)(2Restricted Period and (y) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated receipt by the holder Registrar of such prior Restricted Definitive Security in instructions delivered the certificates required pursuant to the Registrar by such holderRule 903(c)(3)(ii)(B).

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer in accordance with the 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) a Person who is 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) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; (C) any 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(dl)(d) thereof; or (Bii) if the holder Holder of such Restricted Definitive Security proposes to transfer such Security Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) thereof; oror Table of ContentsTable of Contents (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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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 of the beneficial interest to be transferred, 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 participating in the Exchange Offer, (2) a Person participating in the distribution of Exchange Securities 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 shelf registration statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a broker-dealer participating in the Exchange Offer pursuant to the registration statement filed in connection with the Exchange Offer 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 an Unrestricted Definitive Security, a certificate from such holder Holder substantially in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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 2subparagraph (D), if the Registrar Company so requests, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) any 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d1 )(d) 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 an Unrestricted Definitive 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 requestssubparagraph (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 35 -28- 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(dI)(d) 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 an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix C heretoExhibit C, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by 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 an Unrestricted Definitive SecurityNote, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following: (A) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C D hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (i) 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; (ii) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (iii) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (iv) the Registrar receives the following: (Aa) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) thereof; or (Bb) 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 an Unrestricted Definitive 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 (iv), if the Registrar so requests, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (3) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (4) the Registrar receives the following: (Ai) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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 New Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix C Exhibit G hereto, including the certifications in item (1)(dI)(d) 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix B Exhibit F 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if if: (A) any 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (A1) if the holder Holder of such Restricted Definitive Security Securities proposes to exchange such Security Restricted Definitive Securities for an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix C Exhibit B hereto, including the certifications in item (1)(d1)(c) thereof; or (B2) if the holder Holder of such Restricted Definitive Security Securities proposes to transfer such Security Restricted Definitive Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive 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, 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(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive 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) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by 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 an Unrestricted Definitive Security, a certificate from such holder Holder in the form of Appendix Exhibit C hereto, including the certifications in item (1)(d) 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 an Unrestricted Definitive 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, 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 this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.