Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary Clause Samples

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Debenture Registrarfor the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar or any co-Debenture Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be imposed by the Company, the Trustee, the Debenture Registrar, any co-Debenture Registrar or the Paying Agent for any exchange or registration of transfer of Debentures, but the Company may req...
Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. 18 Section 2.06 . Mutilated, Destroyed, Lost or Stolen Debentures 19 Section 2.07 . Temporary Debentures 20 Section 2.08 . Cancellation of Debenture Paid, Converted, Etc. 21 Section 2.09 . Additional Debentures 21 Section 2.10 . Repurchases of Debentures 21 Section 2.11 . No Redemption of Debentures 21

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