Common use of Exchange Offers Clause in Contracts

Exchange Offers. Upon the occurrence of an exchange offer for Notes outstanding under this Supplemental Indenture pursuant to an effective registration statement under the Securities Act, the Company shall issue and, upon receipt of an authentication order in the form of an Officers' Certificate in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the Book-Entry Interests in the Restricted Global Notes tendered for acceptance by Persons that certify or are deemed to have certified that (x) they are not broker-dealers that acquired the Book-Entry Interests tendered in the exchange offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the Notes to be received in the exchange offer and (z) they are not affiliates (as defined in Rule 144) of the Company, that are accepted for exchange by the Company in the exchange offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who certify to the effect set forth in (i) that are accepted for exchange by the Company in the exchange offer. In addition, the Principal Paying Agent shall (i) endorse the Schedule to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in such exchange offer, (ii) deliver such Unrestricted Global Notes to the Custodian and the Common Depositary, as the case may be, (iii) instruct the Custodian and the Common Depositary to deliver the relevant Restricted Global Note(s), (iv) endorse the Schedule to such Restricted Global Note(s) to reflect the decrease in principal amount resulting from such exchange offer, and (v) thereafter, return the Restricted Global Notes to the Custodian and the Common Depositary, as the case may be, together with all information regarding the Participant accounts to be debited in connection with such exchange offer.

Exchange Offers. Upon the occurrence of an exchange offer for Notes outstanding under this Supplemental Indenture pursuant to an effective registration statement under the Securities Actany Exchange Offer, the Company shall issue and, upon receipt of an authentication order in the form of an Officers' Certificate in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the Book-Entry Interests in the Restricted Global Notes tendered for acceptance by Persons that certify or are deemed to have certified that (x) they are not broker-dealers that acquired the Book-Entry Interests tendered in the exchange offer such Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the any Exchange Notes to be received in the exchange offer such Exchange Offer and (z) they are not affiliates (as defined in Rule 144) of the Company, and that are accepted for exchange by the Company in the exchange offer such Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who certify to the effect set forth in (i) and that are accepted for exchange by the Company in the exchange offersuch Exchange Offer. In addition, the Principal Paying Agent shall (i) endorse the Schedule to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in such exchange offerExchange Offer, (ii) deliver such Unrestricted Global Notes to the Custodian and the Common Depositary, as the case may beCustodian, (iii) instruct the Custodian and the Common Depositary to deliver the relevant Restricted Global Note(s), (iv) endorse the Schedule to such Restricted Global Note(s) to reflect the decrease in principal amount resulting from such exchange offerExchange Offer, and (v) thereafter, return the Restricted Global Notes to the Custodian and the Common DepositaryCustodian, as the case may be, together with all information regarding the Participant accounts to be debited in connection with such exchange offerExchange Offer.

Exchange Offers. Upon the occurrence of an exchange offer for Notes outstanding under this Supplemental Indenture pursuant to an effective registration statement under the Securities Actany Exchange Offer, the Company shall issue and, upon receipt of an authentication order in the form of an Officers' Officer’s Certificate in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the Book-Entry Interests in the Restricted Global Notes tendered for acceptance by Persons that certify or are deemed to have certified that (x) they are not broker-dealers that acquired the Book-Entry Interests tendered in the exchange offer such Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the any Exchange Notes to be received in the exchange offer such Exchange Offer and (z) they are not affiliates (as defined in Rule 144) of the Company, and that are accepted for exchange by the Company in the exchange offer such Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who certify to the effect set forth in (i) and that are accepted for exchange by the Company in the exchange offersuch Exchange Offer. In addition, the Principal Paying Agent shall (i) endorse the Schedule to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in such exchange offerExchange Offer, (ii) deliver such Unrestricted Global Notes to the Custodian and the Common Depositary, as the case may beCustodian, (iii) instruct the Custodian and the Common Depositary to deliver the relevant Restricted Global Note(s), (iv) endorse the Schedule to such Restricted Global Note(s) to reflect the decrease in principal amount resulting from such exchange offerExchange Offer, and (v) thereafter, return the Restricted Global Notes to the Custodian and the Common DepositaryCustodian, as the case may be, together with all information regarding the Participant accounts to be debited in connection with such exchange offerExchange Offer.