Common use of Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes Clause in Contracts

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who will take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers so request, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers so request) in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) if the Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C D hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who will shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B C hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A) and (B), if the Registrar Issuer or the Issuers Registrar so requestrequests, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers so request) in form reasonably acceptable to the Issuers Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) if the Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes Note proposes to exchange such Notes Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes Note proposes to transfer such Notes Note to a Person who will shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers Issuer so requestrequests, an Opinion of Counsel of the Holder or the Issuers Issuer (except in the case the Issuers Issuer so requestrequests) in form reasonably acceptable to the Issuers Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) if the Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes Note proposes to exchange such Notes Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes Note proposes to transfer such Notes Note to a Person who will shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph clause (Aii), if the Registrar or the Issuers Issuer so requestrequests, an Opinion of Counsel of the Holder or the Issuers Issuer (except in the case the Issuers Issuer so requestrequests) in form reasonably acceptable to the Issuers Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) the Registrar receives the following: (1) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the applicable 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 Participating 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 Issuer; (2) such transfer is effected pursuant to a Resale Registration Statement in accordance with the applicable Registration Rights Agreement; (3) such transfer is effected by a Participating Broker-Dealer pursuant to an Registration Statement in accordance with the applicable Registration Rights Agreement; (4) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (25) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who will take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers Issuer so requestrequests, an Opinion of Counsel of the Holder or the Issuers Issuer (except in the case the Issuers Issuer so requestrequests) in form reasonably acceptable to the Issuers Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) if the Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C D hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who will shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B C hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A) and (B), if the Registrar or the Issuers any Issuer so requestrequests, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers so request) in form reasonably acceptable to the Issuers such Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) if the Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes Note proposes to exchange such Notes Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C heretoC-1 hereto for the 2024 Notes or Exhibit C-2 hereto for the 2026 Notes, in each case, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes Note proposes to transfer such Notes Note to a Person who will shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B heretoB-1 hereto for the 2024 Notes or Exhibit B-2 hereto for the 2026 Notes, in each case, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers Issuer so requestrequests, an Opinion of Counsel of the Holder or the Issuers Issuer (except in the case the Issuers Issuer so requestrequests) in form reasonably acceptable to the Issuers Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) if the Registrar receives the following: (1A) if the Holder of such Restricted Definitive Notes Note proposes to exchange such Notes Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2B) if the Holder of such Restricted Definitive Notes Note proposes to transfer such Notes Note to a Person who will shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers Company so requestrequests, an Opinion of Counsel of the Holder or the Issuers Company (except in the case the Issuers Company so requestrequests) in form reasonably acceptable to the Issuers Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.