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

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note issued in accordance with this Section 2.04 may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) the Registrar receives the following: a. if the holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or b. if the holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, 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 (A), an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.04(d)(ii), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note issued in accordance with this Section 2.04 may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) the Registrar receives the following: a. (A) if the holder Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or b. (B) if the holder Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (ASection 2.6(d)(ii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the applicable conditions of any of the subparagraphs in this Section 2.04(d)(ii2.6(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Subject to Section 2.06(k), a Holder of a Restricted Definitive Note issued in accordance with this Section 2.04 may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) the Registrar receives the following: a. (1) if the holder Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or b. (2) if the holder Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; or (B) such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.04(d)(ii2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note issued in accordance with this Section 2.04 may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such transfer is effected pursuant to a registration statement filed in accordance with the Registration Rights Agreement; or (B) the Note Registrar receives the following: a. (1) if the holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such holder in the form of Exhibit C E hereto, including the certifications in item (1)(c) thereof; or b. (2) if the holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such holder in the form of Exhibit B D hereto, including the certifications in item (43) thereof; and, in each such case set forth in this subparagraph (AB), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.04(d)(ii2.5(e)(ii), the Trustee will shall cancel the Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note issued in accordance with this Section 2.04 may exchange such Note be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) if the Registrar receives the following: a. (A) if the holder Holder of such Definitive Notes Note proposes to exchange such Notes Note for a beneficial interest in the an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit C hereto, including the certifications in item (1)(cl)(c) thereof; or b. (B) if the holder Holder of such Definitive Notes Note proposes to transfer such Notes Note to a Person who shall take delivery thereof in the form of a beneficial interest in the an Unrestricted Global Note, a certificate from such holder Holder in the form of Exhibit B hereto, including the certifications in item (42) or item (3) thereof; and, in each such case set forth in this subparagraph (ASection 2.06(d)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer or exchange or transfer is in compliance with the Securities Act and that the restrictions on and, if such exchange or transfer contained herein and in the Private Placement Legend are no longer required in order is being effected prior to maintain compliance with the Securities ActAugust 16, 2014, applicable Canadian securities laws. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.04(d)(ii2.06(d)(2), the Trustee will shall cancel the Restricted Definitive Notes Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note issued in accordance with this Section 2.04 may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) the Registrar receives the following: a. (1) if the holder Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C C-1 or C-2, as applicable, attached hereto, including the certifications in item (1)(c) thereof; or b. (2) if the holder Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B B-1 or B-2, as applicable, attached hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (AD), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; or (B) such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.04(d)(ii2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder Holder of a Restricted Definitive Note issued in accordance with this Section 2.04 may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) the Registrar receives the following: a. (1) if the holder Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or b. (2) if the holder Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such holder Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; or (B) such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.04(d)(ii2.06(d)(ii), the Trustee will shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.