Common use of Restricted Notes Clause in Contracts

Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Issuer and the Company in writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Issuer and the Company of evidence satisfactory to them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officers’ Certificate certifying that the Issuer and the Company have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Issuer and the Company may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion of Counsel, if any, and Officers’ Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes, together with Guarantees of the Company annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Issuer shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Notes under the Securities Act and shall ensure that any opinion of counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 203(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202204, unless compliance with the Transfer Restrictions shall be waived by the Issuer Company and the Company Guarantor in writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Issuer Company and the Company Guarantor of evidence satisfactory to them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or Rule 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officers’ Officer’s Certificate certifying that the Issuer Company and the Company Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Issuer Company and the Company Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, if any, and Officers’ Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes, together with Guarantees of the Company Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Issuer Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Notes under the Securities Act and shall ensure that any opinion of counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 203(a206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Issuer Company and the Company Guarantor in writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Issuer Company and the Company Guarantor of evidence satisfactory to them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officers’ Officer’s Certificate certifying that the Issuer Company and the Company Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Issuer Company and the Company Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, if any, and Officers’ Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes, together with Guarantees of the Company Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Fourth Supplemental Indenture. The Issuer Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Notes under the Securities Act and shall ensure that any opinion of counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 203(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 2022.2, unless compliance with the Transfer Restrictions shall be waived by the Issuer and the Company in writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Issuer and the Company of evidence satisfactory to them it (which may include an opinion of independent counsel experienced in matters of U.S. United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144144 promulgated under the Securities Act, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144AS, and receipt by the Trustee of an Officers’ Officer’s Certificate certifying that the Issuer and the Company have has received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Noteevidence. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Issuer and the Company may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as they determine it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion of Counsel, if any, and Officers’ Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. At the request of the Holder and upon the surrender of such Restricted Notes, together with Guarantees of the Company annexed thereto or endorsed thereon, Notes to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 2032.7, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Issuer Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Notes under the Securities Act and shall ensure that any opinion of counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 203(a2.7(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) legend (the “Restrictive LegendsLegend”) required to be set forth on the face of each Restricted Note pursuant to Section 202203, unless compliance with the Transfer Restrictions shall be waived by the Issuer and the Company in writing delivered to the Trustee. The Subject to the following paragraph, the Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note Note, and the Restrictive Legend shall be removed from such Restricted Note, in the Company’s sole discretion and upon delivery of a Company Order by the Company to the Trustee upon receipt by the Issuer and the Company of evidence satisfactory to them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) it that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof (a) pursuant to Rule 144, an exemption from registration under the Securities Act (if available) or (b) has been sold pursuant to an effective registration statement under the Securities Act. In the case of clause (a), the Company or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee may require the delivery of any documents or other evidence (including, without limitation, an Officers’ Certificate certifying Opinion of Counsel experienced in matters of United States federal securities laws) that the Issuer and the Company have received Company, in its sole discretion, deems necessary or appropriate to evidence compliance with any such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Noteexemption. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Issuer and the Company may terminate the Transfer Restrictions with respect to to, and remove the Restrictive Legend from, any particular Restricted Note in such other circumstances as they determine it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion of Counsel, if any, and Officers’ an Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. Notwithstanding the preceding paragraph, the Company may, in its sole discretion, terminate the Transfer Restrictions with respect to, and instruct the Trustee by Company Order to remove the Restrictive Legend from, any Restricted Global Note or any Regulation S Global Note after determining that such Restricted Legend is no longer required under applicable securities laws (which determination shall be set forth in such Company Order), in each case without delivering an Officer’s Certificate or Opinion of Counsel to the Trustee. At the request of the Holder and upon the surrender of such Restricted Notes, together with Guarantees of the Company annexed thereto or endorsed thereon, Note to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203205, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive LegendsLegend. Any Restricted Note as to which the Restrictive Legends Legend shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Issuer Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Notes Note under the Securities Act and shall ensure that any opinion Opinion of counsel Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 203(a205(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.