Common use of Exchange Offers Clause in Contracts

Exchange Offers. Upon the occurrence of the Exchange Offers in accordance with the Registration Rights Agreement, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture, the Trustee will authenticate: (1) one or more Unrestricted Global Notes for each series of Notes in aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and (2) Unrestricted Definitive Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer. Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and will cause the aggregate principal amount of the Unrestricted Global Notes to be increased accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

Exchange Offers. Upon the occurrence of the Exchange Offers in accordance with the Registration Rights Agreement, the Issuer Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture, the Trustee will authenticate: (1) one or more Unrestricted Global Notes for each series of Notes in aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the IssuerIssuers; and (2) Unrestricted Definitive Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the IssuerIssuers. Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and will cause the aggregate principal amount of the Unrestricted Global Notes to be increased accordingly, and the Issuer Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

Exchange Offers. Upon the occurrence of an exchange offer for Notes outstanding under this Supplemental Indenture pursuant to an effective registration statement under the Exchange Offers in accordance with the Registration Rights AgreementSecurities Act, the Issuer will Company shall issue and, upon receipt of an Authentication Order authentication order in the form of an Officers' Certificate in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture2.02, the Trustee will authenticate: shall authenticate (1i) one or more Unrestricted Global Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the beneficial interests Book-Entry Interests in the Restricted Global Notes tendered for such series accepted for exchange in the Exchange Offers acceptance by Persons that certify in the applicable Letters of Transmittal or are deemed to have certified that (Ax) they are not Brokerbroker-Dealersdealers that acquired the Book-Entry Interests tendered in the exchange offer directly from the Company or an Affiliate of the Company, (By) they are not participating in a distribution of the Exchange Notes to be received in the exchange offer and (Cz) they are not affiliates (as defined in Rule 144) of the Issuer; and Company, that are accepted for exchange by the Company in the exchange offer and (2ii) Unrestricted Definitive Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for such series acceptance by Persons who certify to the effect set forth in (i) that are accepted for exchange by the Company in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuerexchange offer. Concurrently with the issuance of such NotesIn addition, the Trustee will cause Principal Paying Agent shall (i) endorse the aggregate Schedule to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in such exchange offer, (ii) deliver such Unrestricted Global Notes to the applicable Custodian and the Common Depositary, as the case may be, (iii) instruct the Custodian and the Common Depositary to deliver the relevant Restricted Global Note(s), (iv) endorse the Schedule to such Restricted Global Note(s) to reflect the decrease in principal amount resulting from such exchange offer, and (v) thereafter, return the Restricted Global Notes to be reduced accordinglythe Custodian and the Common Depositary, and will cause as the aggregate principal amount of case may be, together with all information regarding the Unrestricted Global Notes Participant accounts to be increased accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes debited in the appropriate principal amountconnection with such exchange offer.

Exchange Offers. Upon the occurrence of the Exchange Offers in accordance with the Registration Rights Agreement, the Issuer Company will issue and, upon receipt of an Authentication Company Order in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture202 hereof, the Trustee will authenticateauthenticate one or more: (1) one or more Unrestricted Global Notes for each of a particular series of Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes for of such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Exchanging Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the IssuerCompany; and (2) Unrestricted Definitive Notes for each of a particular series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes for of such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Exchanging Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the IssuerCompany. Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and will cause the aggregate principal amount of the Unrestricted Global Notes to be increased accordingly, and the Issuer Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate series and principal amount.

Exchange Offers. Upon the occurrence of the Exchange Offers in accordance with the Registration Rights Agreement, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture, the Trustee will authenticate:: Table of Contents (1) one or more Unrestricted Global Notes for each series of Notes in aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and (2) Unrestricted Definitive Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer. Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and will cause the aggregate principal amount of the Unrestricted Global Notes to be increased accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

Exchange Offers. Upon the occurrence of the any Exchange Offers in accordance with the Registration Rights AgreementOffer, the Issuer will Company shall issue and, upon receipt of an Authentication Order authentication order in the form of an Officer’s Certificate in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture2.02, the Trustee will authenticate: shall authenticate (1i) one or more Unrestricted Global Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the beneficial interests Book-Entry Interests in the Restricted Global Notes tendered for such series accepted for exchange in the Exchange Offers acceptance by Persons that certify in the applicable Letters of Transmittal or are deemed to have certified that (Ax) they are not Brokerbroker-Dealersdealers that acquired the Book-Entry Interests tendered in such Exchange Offer directly from the Company or an Affiliate of the Company, (By) they are not participating in a distribution of the any Exchange Notes to be received in such Exchange Offer and (Cz) they are not affiliates (as defined in Rule 144) of the Issuer; and Company, and that are accepted for exchange in such Exchange Offer and (2ii) Unrestricted Definitive Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for such series acceptance by Persons who certify to the effect set forth in (i) and that are accepted for exchange in the such Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the IssuerOffer. Concurrently with the issuance of such NotesIn addition, the Trustee will cause Paying Agent shall (i) endorse the aggregate Schedule to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in such Exchange Offer, (ii) deliver such Unrestricted Global Notes to the applicable Custodian, (iii) instruct the Depositary to deliver the relevant Restricted Global Note(s), (iv) endorse the Schedule to such Restricted Global Note(s) to reflect the decrease in principal amount resulting from such Exchange Offer, and (v) thereafter, return the Restricted Global Notes to be reduced accordinglythe Custodian, and will cause as the aggregate principal amount of case may be, together with all information regarding the Unrestricted Global Notes Participant accounts to be increased accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes debited in the appropriate principal amountconnection with such Exchange Offer.

Exchange Offers. Upon the occurrence of the any Exchange Offers in accordance with the Registration Rights AgreementOffer, the Issuer will Company shall issue and, upon receipt of an Authentication Order authentication order in the form of an Officers' Certificate in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture2.02, the Trustee will authenticate: shall authenticate (1i) one or more Unrestricted Global Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the beneficial interests Book-Entry Interests in the Restricted Global Notes tendered for such series accepted for exchange in the Exchange Offers acceptance by Persons that certify in the applicable Letters of Transmittal or are deemed to have certified that (Ax) they are not Brokerbroker-Dealersdealers that acquired the Book-Entry Interests tendered in such Exchange Offer directly from the Company or an Affiliate of the Company, (By) they are not participating in a distribution of the any Exchange Notes to be received in such Exchange Offer and (Cz) they are not affiliates (as defined in Rule 144) of the Issuer; and Company, and that are accepted for exchange in such Exchange Offer and (2ii) Unrestricted Definitive Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for such series acceptance by Persons who certify to the effect set forth in (i) and that are accepted for exchange in the such Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the IssuerOffer. Concurrently with the issuance of such NotesIn addition, the Trustee will cause Paying Agent shall (i) endorse the aggregate Schedule to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in such Exchange Offer, (ii) deliver such Unrestricted Global Notes to the applicable Custodian, (iii) instruct the Depositary to deliver the relevant Restricted Global Note(s), (iv) endorse the Schedule to such Restricted Global Note(s) to reflect the decrease in principal amount resulting from such Exchange Offer, and (v) thereafter, return the Restricted Global Notes to be reduced accordinglythe Custodian, and will cause as the aggregate principal amount of case may be, together with all information regarding the Unrestricted Global Notes Participant accounts to be increased accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes debited in the appropriate principal amountconnection with such Exchange Offer.