Common use of Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities Clause in Contracts

Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security only if: (i) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Annex A hereto, including the certifications in item (3)(a) thereof; or (ii) the Security Registrar receives the following: (a) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificate Security, a certificate from such holder in the form of Annex B hereto, including the certifications in item (1)(b) thereof; or (b) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof; and, in each such case set forth in this subparagraph (ii), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to 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 appropriate legends are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security only if: (i) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Annex A hereto, including the certifications in item (3)(a) thereof; or (ii) the Security Registrar receives the following: (a) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificate Certificated Security, a certificate from such holder in the form of Annex B hereto, including the certifications in item (1)(b) thereof; or (b) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof; and, in each such case set forth in this subparagraph (ii), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to 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 appropriate legends are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security only if: (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the beneficial interest to be transferred, 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 (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company or the Guarantor; (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, each of the Company, the Guarantor and the Registrar receives a certificate to the effect set forth in Exhibit A hereto, including the certifications in item (3)(c) thereof; (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, each of the Company, the Guarantor and the Registrar receives a certificate to the effect set forth in Annex Exhibit A hereto, including the certifications in item (3)(a) thereof; (E) such transfer is effected by a Broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (iiF) each of the Security Company, the Guarantor and the Registrar receives the following: (ai) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificate Certificated Security, a certificate from such holder in the form of Annex Exhibit B hereto, including the certifications in item (1)(b) thereof; or (bii) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Annex Exhibit A hereto, including the appropriate certifications in item (3) thereof; and, in each such case set forth in this subparagraph (iiD), if the Company Company, the Guarantor or the Registrar so requests requests, or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel to the Holder requesting the transfer or the exchange, as the case may be, in form reasonably acceptable to the Company Company, the Guarantor or the Registrar, as the case may be, 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 appropriate legends Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security only if: (i) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Annex A hereto, including the certifications in item (3)(a) thereof; or (ii) the Security Registrar receives the following: (a) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificate Certificated Security, a certificate from such holder in the form of Annex B hereto, including the certifications in item (1)(b) thereof; or (b) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof; and, in each such case set forth in this subparagraph (ii), if the Company Companies so requests request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company Companies 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 appropriate legends are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities. A Subject to Section 2.4(b) hereof, a holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security only if: (iA) if such beneficial interest exchange or transfer is being transferred effected pursuant to an exemption from the registration requirements of the Securities Act Exchange Offer in accordance with the Registration Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies (or is deemed to certify) in a 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, a certificate ) of the Company; (B) such transfer is effected pursuant to the effect set forth Shelf Registration Statement in Annex A hereto, including accordance with the certifications Registration Agreement; (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in item (3)(a) thereofaccordance with the Registration Agreement; or (iiD) the Security Registrar receives the following: (a1) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificate Securitya Certificated Security that does not bear the Private Placement Legend, a certificate from such holder in the form of Annex B Exhibit C hereto, including the certifications in item (1)(b) thereof; or (b2) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted a Certificated SecuritySecurity that does not bear the Private Placement Legend, a certificate from such holder in the form of Annex A Exhibit B hereto, including the appropriate certifications in item (34) thereof; and, in each such case set forth in this subparagraph (iiD), if the Company Security Registrar so requests or if the Applicable Procedures so require, an Opinion opinion of Counsel counsel in a form reasonably acceptable to the Company Security Registrar 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 appropriate legends Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security only if: (i) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Annex A hereto, including the certifications in item (3)(a) thereof; or (ii) the Security Registrar receives the following: (a) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificate Security, a certificate from such holder in the form of Annex B hereto, including the certifications in item (1)(b) thereof; or (b) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof; and, in each such case set forth in this subparagraph (ii), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to 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 appropriate legends are no longer required in order to maintain compliance with the Securities Act.

Beneficial Interests in Restricted Global Securities to Unrestricted Certificated Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security only if: (i) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Annex A hereto, including the certifications in item (3)(a) thereof; or (ii) the Security Registrar receives the following: (a) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificate Certificated Security, a certificate from such holder in the form of Annex B hereto, including the certifications in item (1)(b) thereof; or (b) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof; and, in each such case set forth in this subparagraph (ii), if the Company relevant Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company relevant Issuer 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 appropriate legends are no longer required in order to maintain compliance with the Securities Act.