Common use of Restricted Definitive Clause in Contracts

Restricted Definitive. Securities to Beneficial Interests in ----------------------------------------------------------- Unrestricted Global Securities. A Holder of a Restricted Definitive ------------------------------ Security of a series may exchange such Security for a beneficial interest in an Unrestricted Global Security of such series or transfer such Restricted Definitive Security of such series to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security of such series only if the Security Registrar receives the following: (1) if the Holder of such Restricted Definitive Securities of a series proposes to exchange such Securities for a beneficial interest in the Unrestricted Global Security of such series, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Securities of such series proposes to transfer such Securities to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security of such series, a certificate from such Holder in the form of Exhibit A hereto, including the certifications in item (4) thereof; and, in such case set forth in this paragraph, an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Security 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. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.05(f)(2), the Trustee shall cancel the Restricted Definitive Securities of such series so transferred or exchanged and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security of such series.

Restricted Definitive. Securities Warrants to Beneficial Interests in ----------------------------------------------------------- --------------------------------------------------------- Unrestricted Global SecuritiesWarrants. A Holder of a Restricted Definitive ------------------------------ Security of a series Warrant ---------------------------- may exchange such Security Restricted Definitive Warrant for a beneficial interest in an Unrestricted Global Security of such series Warrant or transfer such Restricted Definitive Security of such series Warrant to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security of Warrant only if: (A) such series only if transfer is effected pursuant to a Registration Statement in accordance with this Agreement; or (B) the Security Warrant Registrar receives the following: : (1) if the Holder of such Restricted Definitive Securities of a series Warrant proposes to exchange such Securities Warrants for a beneficial interest in the Unrestricted Global Security Warrant, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such seriesRestricted Definitive Warrant proposes to transfer such Warrants to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Warrant, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Securities of such series proposes to transfer such Securities to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security of such series, a certificate from such Holder in the form of Exhibit A hereto, including the certifications in item (4) thereof; and, in each such case set forth in this paragraphsubparagraph (B), if the Warrant Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form, and from legal counsel, form reasonably acceptable to the Security Warrant 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. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.05(f)(23.5(d)(ii), the Trustee Warrant Agent shall cancel the Restricted Definitive Securities Warrant, and shall cause the number of such series so transferred or exchanged and increase or cause Warrants represented by the appropriate Unrestricted Global Warrant to be increased pursuant to Section 3.5(h) hereof by an amount equal to the aggregate principal amount number of Warrants represented by the Unrestricted Global Security of such seriesRestricted Definitive Warrant.

Restricted Definitive. Securities Notes to Beneficial Interests in ----------------------------------------------------------- ------------------------------------------------------ Unrestricted Global SecuritiesNotes. A Holder of a Restricted Definitive ------------------------------ Security of a series Note may ------------------------- exchange such Security Note for a beneficial interest in an Unrestricted Global Security of such series Note or transfer such Restricted Definitive Security of such series Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(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 Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such series only if transfer is effected pursuant to the Security Shelf Registration Statement in accordance with the Registration Rights Agreement; (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 Restricted Definitive Securities of a series Notes proposes to exchange such Securities Notes for a beneficial interest in the Unrestricted Global Security of such seriesNote, a certificate from such Holder in the form of Exhibit B C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Securities of such series Notes proposes to transfer such Securities Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security of such seriesNote, a certificate from such Holder in the form of Exhibit A B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this paragraphsubparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Security 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. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.05(f)(22.6(d)(2), the Trustee shall cancel the Restricted Definitive Securities of such series Notes so transferred or exchanged and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security of such seriesNote.

Restricted Definitive. Securities Notes to Beneficial Interests in ----------------------------------------------------------- ------------------------------------------------------ Unrestricted Global SecuritiesNotes. A Holder of a Restricted Definitive ------------------------------ Security of a series Note may ------------------------- exchange such Security Note for a beneficial interest in an Unrestricted Global Security of such series Note or transfer such Restricted Definitive Security of such series Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security Note only 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 Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such series only if transfer is effected pursuant to the Security Shelf Registration Statement 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: : (1) if the Holder of such Restricted Definitive Securities of a series Notes proposes to exchange such Securities Notes for a beneficial interest in the Unrestricted Global Security Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such seriesDefinitive 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 (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Securities of such series proposes to transfer such Securities to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security of such series, a certificate from such Holder in the form of Exhibit A hereto, including the certifications in item (4) thereof; and, in each such case set forth in this paragraphsubparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form, and from legal counsel, form reasonably acceptable to the Security 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. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.05(f)(22.06(d)(ii), the Trustee shall cancel the Restricted Definitive Securities of such series so transferred or exchanged Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security of such seriesNote.

Restricted Definitive. Securities Notes to Beneficial Interests in ----------------------------------------------------------- ------------------------------------------------------ Unrestricted Global SecuritiesNotes. A Holder of a Restricted Definitive ------------------------------ Security of a series Note may exchange ------------------------- such Security Note for a beneficial interest in an Unrestricted Global Security of such series Note or transfer such Restricted Definitive Security of such series Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security Note only 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 Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such series only if transfer is effected pursuant to the Security Shelf Registration Statement 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: : (1) if the Holder of such Restricted Definitive Securities of a series Notes proposes to exchange such Securities Notes for a beneficial interest in the Unrestricted Global Security of such seriesNote, a certificate from such Holder in the form of Exhibit B heretoC, including the certifications in item (1)(c) thereof; or --------- or (2) if the Holder of such Restricted Definitive Securities of such series Notes proposes to transfer such Securities Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security of such seriesNote, a certificate from such Holder in the form of Exhibit A heretoB, --------- including the certifications in item (4) thereof; and, in each such case set forth in this paragraphsubparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form, and from legal counsel, form reasonably acceptable to the Security 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. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.05(f)(22.06(d)(ii), the Trustee shall cancel the Restricted Definitive Securities of such series so transferred or exchanged Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security of such seriesNote.

Restricted Definitive. Securities Notes to Beneficial Interests in ----------------------------------------------------------- ------------------------------------------------------ Unrestricted Global SecuritiesNotes. A Holder of a Restricted Definitive ------------------------------ Security of a series Note may exchange ------------------------- such Security Note for a beneficial interest in an Unrestricted Global Security of such series Note or transfer such Restricted Definitive Security of such series Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security Note only 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 Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such series only if transfer is effected pursuant to the Security Shelf Registration Statement in accordance with the Registration Rights Agreement; (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 Restricted Definitive Securities of a series Notes proposes to exchange such Securities Notes for a beneficial interest in the Unrestricted Global Security Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such seriesDefinitive 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 (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Securities of such series proposes to transfer such Securities to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security of such series, a certificate from such Holder in the form of Exhibit A hereto, including the certifications in item (4) thereof; and, in each such case set forth in this paragraphsubparagraph (D), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form, and from legal counsel, form reasonably acceptable to the Security 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. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.05(f)(22.6(d)(ii), the Trustee shall cancel the Restricted Definitive Securities of such series so transferred or exchanged Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security of such seriesNote.