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

Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. Subject to Section 2.6(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest 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 or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers have so requested) 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 Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. Subject to Section 2.6(a), ) a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or; (B) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest 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 (AB), if the Registrar or the Issuers Company so request requests or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers have so requested) 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 herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. Subject to Section 2.6(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or; (B) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest 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 (AB), if the Registrar or the Issuers Company so request requests or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers have so requested) 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 herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. Subject to Section 2.6(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) if the Registrar receives the following: (1A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest 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 subparagraphs (A) and (B), if the Registrar or the Issuers Issuer so request requests or if the Applicable Procedures so require, an Opinion of Counsel of the Holder holder or the Issuers Issuer (except in the case the Issuers have Issuer has so requested) 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 Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. Subject to Section 2.6(a2.7(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or (B) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest 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 (AB), if the Registrar or the Issuers Issuer so request requests or if the Applicable Procedures so require, an Opinion opinion of Counsel of the Holder or the Issuers (except in the case the Issuers have so requested) counsel 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 herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes. Subject to Section 2.6(a), 2.6 (a) a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: (A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or; (B) the Registrar receives the following: (1i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a an Unrestricted Definitive Note that does not bear the Private Placement LegendNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest 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 (AB), if the Registrar or the Issuers Company so request requests or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers have so requested) 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 herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.