Common use of Restricted Physical Securities to Unrestricted Physical Securities Clause in Contracts

Restricted Physical Securities to Unrestricted Physical Securities. Any Restricted Physical Security may be exchanged by the Holder thereof for an Unrestricted Physical Security or transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical Security if: (A) such exchange or transfer is effected pursuant to the exchange offer registered under the Securities Act in accordance with the 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 (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an "affiliate" (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the shelf registration statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to the shelf registration statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such Restricted Physical Security proposes to exchange such Restricted Physical Security for an Unrestricted Physical Security, a certificate from such Holder in the form of Exhibit F, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Physical Security proposes to transfer such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Physical Security, a certificate from such Holder in the form of Exhibit E, including the certifications in item (4) thereof, and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Securities to Unrestricted Physical Securities. Any Restricted Physical Security may be exchanged by the Holder thereof for an Unrestricted Physical Security or transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical Security if: (A) such exchange or transfer is effected pursuant to the exchange offer registered under the Securities Act in accordance with the 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 notRights (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an "affiliate" (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the shelf registration statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to the shelf registration statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such Restricted Physical Security proposes to exchange such Restricted Physical Security for an Unrestricted Physical Security, a certificate from such Holder in the form of Exhibit F, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Physical Security proposes to transfer such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Physical Security, a certificate from such Holder in the form of Exhibit E, including the certifications in item (4) thereof, and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Securities to Unrestricted Physical Securities. Any Restricted Physical Security may be exchanged by the Holder thereof for an Unrestricted Physical Security or transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical Security if: (A) such exchange or transfer is effected pursuant to the exchange offer registered under the Securities Act in accordance with the 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 (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an "affiliate" (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the shelf registration statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a broker-dealer pursuant to the shelf registration statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such Restricted Physical Security proposes to exchange such Restricted Physical Security for an Unrestricted Physical Security, a certificate from such Holder in the form of Exhibit F, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Physical Security proposes to transfer such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Physical Security, a certificate from such Holder in the form of Exhibit E, including the certifications in item (4) thereof, and, in each such case set forth in this subparagraph (D), if the Registrar Company so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.