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

Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note may be exchanged by the Holder thereof for an Unrestricted Physical Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Physical Note if the Registrar receives the following: (A) if the Holder of such Restricted Physical Notes proposes to exchange such Notes for an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the Holder of such Restricted Physical Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, 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 Securities Act Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Re- stricted Physical Note of a series may be exchanged by the Holder thereof for an Unrestricted Un- restricted Physical Note of such series or transferred to a Person or Persons who take takes delivery thereof in the form of an Unrestricted Physical Note of such series if the Registrar receives re- ceives the following: : (A1) if the Holder of such Restricted Physical Notes Note proposes to exchange ex- change such Notes Restricted Physical Note for an Unrestricted Physical NoteNote of such series, a certificate from such Holder in the form of Exhibit C heretoG, including the certifications in item (1)(c) thereof; or or (B2) if the Holder of such Restricted Physical Notes Note proposes to transfer trans- fer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical NoteNote of such series, a certificate from such Holder in the form of Exhibit B heretoF, including the certifications in item (4) thereof; , and, if the Registrar so requestsin each such case, an Opinion of Counsel in form reasonably acceptable to the Registrar Is- ▇▇▇▇ 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 Securities Act Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Re- stricted Physical Note may be exchanged by the Holder thereof for an Unrestricted Physical Note or transferred to a Person or Persons who take takes delivery thereof in the form of an Unrestricted Physical Note if the Registrar receives the following: : (A1) if the Holder of such Restricted Physical Notes Note proposes to exchange ex- change such Notes Restricted Physical Note for an Unrestricted Physical Note, a certificate cer- tificate from such Holder in the form of Exhibit C heretoG, including the certifications in item (1)(c) thereof; or or (B2) if the Holder of such Restricted Physical Notes Note proposes to transfer trans- fer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit B heretoEx- hibit F, including the certifications in item (4) thereof; , and, if the Registrar so requestsin each such case, an Opinion of Counsel in form reasonably acceptable to the Registrar Is- ▇▇▇▇ 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 Securities Act Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note of a series may be exchanged by the Holder thereof for an Unrestricted Physical Note of the same series or transferred to a Person or Persons who take takes delivery thereof in the form of an Unrestricted Physical Note of the same series if the Registrar receives the following: (A1) if the Holder of such Restricted Physical Notes Note proposes to exchange such Notes Restricted Physical Note for an Unrestricted Physical NoteNote of the same series, a certificate from such Holder in the form of Exhibit C heretoG, including the certifications in item (1)(c) thereof; or (B2) if the Holder of such Restricted Physical Notes Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical NoteNote of the same series, a certificate from such Holder in the form of Exhibit B heretoF, including the certifications in item (4) thereof; , and, if the Registrar so requestsin each such case, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Securities Act Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note may be exchanged by the Holder thereof for an Unrestricted Physical Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Physical Note if the Note Registrar receives the following: (A) if the Holder of such Restricted Physical Notes proposes to exchange such Notes for an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the Holder of such Restricted Physical Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Note 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 applicable Securities Act Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note of any series may be exchanged by the Holder thereof for an Unrestricted Physical Note of such series or transferred to a Person or Persons who take takes delivery thereof in the form of an Unrestricted Physical Note of such series if the Registrar receives the following: (A) if the Holder of such Restricted Physical Notes Note of such series proposes to exchange such Notes Restricted Physical Note of such series for an Unrestricted Physical NoteNote of such series, a certificate from such Holder in the form of Exhibit C heretoF-1 or Exhibit F-2, as applicable, including the certifications in item (1)(c) thereof; or (B) if the Holder of such Restricted Physical Notes Note of such series proposes to transfer such Notes of such series to a Person who shall take delivery thereof in the form of an Unrestricted Physical NoteNote of such series, a certificate from such Holder in the form of Exhibit B heretoE-1 or Exhibit E-2, as applicable, including the certifications in item (4) thereof; , and, if the Registrar so requestsin each such case, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Securities Act Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note of a series may be exchanged by the Holder thereof for an Unrestricted Physical Note of the same series or transferred to a Person or Persons who take takes delivery thereof in the form of an Unrestricted Physical Note of the same series if the Registrar receives the following: (A1) if the Holder of such Restricted Physical Notes Note proposes to exchange such Notes Restricted Physical Note for an Unrestricted Physical NoteNote of the same series, a certificate from such Holder in the form of Exhibit C heretoF, including the certifications in item (1)(c) thereof; or (B2) if the Holder of such Restricted Physical Notes Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical NoteNote of the same series, a certificate from such Holder in the form of Exhibit B hereto, E including the certifications in item (4) thereof; , and, if the Registrar so requestsin each such case, an Opinion of Counsel in form reasonably acceptable to the Registrar 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 Securities Act Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Restricted Physical Notes to Unrestricted Physical Notes. Any ---------------------------------------------------------- Restricted Physical Note may be exchanged by the Holder thereof for an Unrestricted Physical Note or transferred to a Person or Persons who take takes delivery thereof in the form of an Unrestricted Physical Note if the Registrar receives the following: (A1) if the Holder of such Restricted Physical Notes Note proposes to exchange such Notes Restricted Physical Note for an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit C heretoE, ---------- including the certifications in item (1)(c) thereof; or (B2) if the Holder of such Restricted Physical Notes Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit B heretoD, including the certifications in item (4) --------- thereof; , and, in each such case, if the Registrar 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 Securities Act Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.