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

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 thereof; (C) if the transfer will be made to an IAI pursuant to Rule 501, then the transferor must deliver a certificate substantially in the form of Exhibit D hereto; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item 3 thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A144A under the Securities Act, then the transferor must deliver a certificate substantially in the form of Exhibit B heretoC, including the certifications in item 1 (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B heretoC, including the certifications in item 2 (2) thereof;; and (C) if the transfer will be made to an IAI pursuant to Rule 501, then the transferor must deliver a certificate substantially in the form of Exhibit D hereto; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B heretoC, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (1) thereof; (CB) if the transfer will be made to an IAI pursuant to Rule 501903 or Rule 904, then the transferor must deliver a certificate substantially in the form of Exhibit D B hereto, including the certifications in item (2) thereof; orand (DC) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with pursuant to Rule 144A144A under the Securities Act, then the transferor must deliver a certificate substantially in the form of Exhibit B A hereto, including the certifications in item 1 (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 thereof; (C) if the transfer will be made to an IAI pursuant to Rule 501, then the transferor must deliver a certificate substantially in the form of Exhibit D hereto; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act904, then the transferor must deliver a certificate in the form of Exhibit B A hereto, including the certifications in item (2) thereof; (C) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) and (B) above, then the transferor must deliver a certificate to the effect set forth in Exhibit A hereto, including the certifications, certificates and Opinion of Counsel required by item 3 (3)(d) thereof, if applicable; or (D) if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit A hereto, including the certifications in item (3)(b) thereof, must be delivered by the transferor.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (1) thereof; (CB) if the transfer will be made to an IAI pursuant to Rule 501904, then the transferor must deliver a certificate substantially in the form of Exhibit D B hereto, including the certifications in item (2) thereof; orand (DC) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A1) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 (1) thereof; (B2) if the transfer will be made pursuant to Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (2) thereof; (C) if the transfer will be made to an IAI pursuant to Rule 501, then the transferor must deliver a certificate substantially in the form of Exhibit D hereto; or (D3) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 thereof; (Bi) if the transfer will be made pursuant to Rule 903 or Rule 904 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (1) thereof; (Cii) if the transfer will be made to an IAI pursuant to Rule 501903 or Rule 904, then the transferor must deliver a certificate substantially in the form of Exhibit D B hereto, including the certifications in item (2) thereof; orand (Diii) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. (x) Any Restricted Definitive 2022 Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive 2022 Security and (y) any Restricted Definitive 2025 Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive 2025 Security if the Security Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B A-1 or A-2 hereto, as applicable, including the certifications in item 1 (1) thereof;, (B) if the transfer will be made pursuant to Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B A-1 or A-2 hereto, as applicable, including the certifications in item 2 (2) thereof;, and (C) if the transfer will be made to an IAI pursuant to Rule 501, then the transferor must deliver a certificate substantially in the form of Exhibit D hereto; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B A-1 or A-2 hereto, as applicable, including the certifications required by in item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security Note of the same series if the Security Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (1) thereof; (CB) if the transfer will be made to an IAI pursuant to Rule 501903 or Rule 904, then the transferor must deliver a certificate substantially in the form of Exhibit D B hereto, including the certifications in item (2) thereof; orand (DC) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. (x) Any Restricted Definitive 2023 Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive 2023 Security and (y) any Restricted Definitive 2025 Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive 2025 Security if the Security Registrar receives the following: (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B A-1 or A-2 hereto, as applicable, including the certifications in item 1 (1) thereof;, (B) if the transfer will be made pursuant to Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B A-1 or A-2 hereto, as applicable, including the certifications in item 2 (2) thereof;, and (C) if the transfer will be made to an IAI pursuant to Rule 501, then the transferor must deliver a certificate substantially in the form of Exhibit D hereto; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B A-1 or A-2 hereto, as applicable, including the certifications required by in item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (2) thereof;; and (C) if the transfer will be made to an IAI pursuant to Rule 501, then the transferor must deliver a certificate substantially in the form of Exhibit D hereto; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) with respect to the Notes, if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 thereof; (B) if the transfer will shall be made pursuant to Rule 903 or Rule 904 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (1) thereof; (CB) with respect to the Notes, if the transfer will shall be made to an IAI pursuant to Rule 501903 or Rule 904, then the transferor must deliver a certificate substantially in the form of Exhibit D B hereto, including the certifications in item (2) thereof; orand (DC) with respect to the Notes, if the transfer will shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security of a series may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security of the same series if the Security Registrar receives the following: (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item 1 thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item 2 (1) thereof; (CB) if the transfer will be made to an IAI pursuant to Rule 501904, then the transferor must deliver a certificate substantially in the form of Exhibit D B hereto, including the certifications in item (2) thereof; orand (DC) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications certifications, certificates and Opinion of Counsel required by item 3 (3) thereof, if applicable.