Common use of Transfer or Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes Clause in Contracts

Transfer or Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement and the Registrar receives a certificate from such Holder to such effect; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D) (except in the case of a transfer contemplated by item (4)(a) or (d) of Exhibit B or by item (4)(b) of Exhibit B in the case of any transfer after the Distribution Compliance Period), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer or Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. A Holder Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights Agreement and the Holder holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies makes any and all certifications in the applicable Letter of Transmittal that it (or is not (1deemed to have made such certifications if delivery is made through the Applicable Procedures) a Broker-Dealer, (2) a Person participating in as may be required by the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the CompanyRegistration Rights Agreement; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement and the Registrar receives a certificate from such Holder to such effectAgreement; (C) such transfer is effected by a Brokerbroker-Dealer dealer pursuant to the an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: : (1) if the Holder holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such Holder holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or or (2) if the Holder holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such Holder holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph clause (D) (except in ), if the case of a transfer contemplated by item (4)(a) Registrar so requests or (d) of Exhibit B or by item (4)(b) of Exhibit B in if the case of any transfer after the Distribution Compliance Period)Applicable Procedures so require, an Opinion of Counsel in form, and from legal counsel, form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(ii), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h), the aggregate principal amount of the applicable Restricted Global Note.