Exchange and Registration of Transfer of Notes Clause Samples

Exchange and Registration of Transfer of Notes. Depositary 17 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 19 Section 2.07. Temporary Notes 20 Section 2.08. Cancellation of Notes Paid, Converted, Etc 21 Section 2.09. CUSIP Numbers 21 Section 2.10. Additional Notes; Repurchases 21

Exchange and Registration of Transfer of Notes. Subject to Section 4.2, the Holder may, at its option, surrender this Note at the office of the Company and receive in exchange therefor a Note or Notes, each in the minimum denomination of $1,000 or an integral multiple of $1,000 in excess thereof, dated as of the date of this Note, and payable to such Person, or order, as may be designated by such Holder. The aggregate principal amount of such Note or Notes exchanged in accordance with this Section 2.1 shall equal the aggregate unpaid principal amount of this Note as of the date of such surrender; provided, however, that upon such exchange there shall be filed with the Company the name and address for all purposes hereof of the Holder or Holders of the Note or Notes delivered in such exchange. This Note, when presented for registration of transfer or for exchange, conversion or payment, shall (if so required by the Company) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by, the Holder or its attorney duly authorized in writing.

Exchange and Registration of Transfer of Notes. Whenever any Note shall be surrendered to the Company at an office or agency referred to in Section 4.2 hereof, for registration

Exchange and Registration of Transfer of Notes. (a) Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations. Notes to be exchanged shall be surrendered at the office or agency to be maintained by the Company pursuant to Section 3.02, and the Company shall execute and cause to be registered, and the Trustee shall authenticate and deliver in exchange therefor, the Note or Notes which the Noteholder making the exchange shall be entitled to receive. (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note or a beneficial interest therein, in whole or in part, shall be made only in accordance with this Section 2.07(b) as follows:

Exchange and Registration of Transfer of Notes. (a) The Company shall keep, at an office or agency to be designated and maintained by the Company in accordance with Section 4.04 (as such, a "Note Registrar"), registry books (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall register Notes and shall register the transfer of Notes of each such series as provided in this Article Two. Such Note Register

Exchange and Registration of Transfer of Notes. Restrictions on Transfer; Depositary 17 Section 2.06 Removal of Transfer Restrictions 23 Section 2.07 Mutilated, Destroyed, Lost or Stolen Notes 24 Section 2.08 Temporary Notes 25 Section 2.09 Cancellation of Notes Paid, Converted, Etc. 25 Section 2.10 CUSIP Numbers 25 Section 2.11 Additional Notes; Repurchases 26 Section 3.01 Satisfaction and Discharge 26 Section 4.01 Payment of Principal and Interest 27 Section 4.02 Maintenance of Office or Agency 27

Exchange and Registration of Transfer of Notes. Depositary 17 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes 20 Section 2.07 Cancellation of Notes Paid, Converted, Etc. 20 Section 2.08 Additional Notes; Repurchases 21 Section 2.09 CUSIP Numbers. 22 ARTICLE 3 Satisfaction and Discharge 22 Section 3.01 Applicability of Article 11 of the Base Indenture 22 Section 3.02 Satisfaction and Discharge 22 Section 3.03 Repayment to Company 23 ARTICLE 4 Particular Covenants of the Company 23 Section 4.01 Payment of Principal and Interest 23 Section 4.02 Conversion Agent 23 Section 4.03 Appointments to Fill Vacancies in Trustee’s Office 24 Section 4.04 Compliance Certificate; Statements as to Defaults 24 Section 4.05 Reports 24 Section 4.06 Stay, Extension and Usury Laws 25 Section 4.07 Further Instruments and Acts 25 Section 4.08 Company to Furnish Trustee Names and Addresses of Securityholders 25 Section 4.09 Existence 25 Section 4.10 Additional Amounts. 25 ARTICLE 5 Defaults and Remedies 28 Section 5.01 Applicability of Article 6 of the Base Indenture 28 Section 5.02 Events of Default 28 Section 5.03 Acceleration; Rescission and Annulment 30 Section 5.04 Additional Interest 31 Section 5.05 Payments of Notes on Default; Suit Therefor 32 Section 5.06 Application of Monies Collected by Trustee 33 Section 5.07 Proceedings by Holders 34 Section 5.08 Proceedings by Trustee 35 Section 5.09 Remedies Cumulative and Continuing 35 Section 5.10 Direction of Proceedings and ▇▇▇▇▇▇ of Defaults by Majority of Holders 36 Section 5.11 Notice of Defaults 36 Section 5.12 Undertaking to Pay Costs 37 ARTICLE 6 Intentionally Omitted. 37 ARTICLE 7 Holders’ Meetings 37 Section 7.01 Purpose of Meetings 37 Section 7.02 Call of Meetings by Trustee 37 Section 7.03 Call of Meetings by Company or Holders 38 Section 7.04 Qualifications for Voting 38 Section 7.05 Regulations 38 Section 7.06 Voting 39 Section 7.07 No Delay of Rights by Meeting 39 ARTICLE 8 Supplemental Indentures 39 Section 8.01 Applicability of Article 9 of the Base Indenture 39 Section 8.02 Amendments or Supplemental Indentures Without Consent of Holders 39 Section 8.03 Amendments or Supplemental Indentures with Consent of Holders 41 Section 8.04 Effect of Supplemental Indentures 42 Section 8.05 Notation on Notes 42 Section 8.06 Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee 42 ARTICLE 9 Conversion of Notes 43 Section 9.01 Conversion Privilege. 43

Exchange and Registration of Transfer of Notes. Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for the individual Notes represented thereby, in definitive form, a Global Note may not be transferred except as a whole by the Depositary for such series, or the applicable Tranche of such series, to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or Tranche or a nominee of such successor Depositary. If at any time the Depositary of a series or Tranche notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or Tranche or if at any time the Depositary for the Book-Entry Notes of such series or Tranche shall no longer be eligible under Section 2.06, the Company, by Company Order, shall appoint a successor Depositary with respect to the Notes of such series or Tranche. If a successor Depositary for the Notes of such series or Tranche is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, authenticate and deliver Notes of such series or Tranche in definitive form in an aggregate principal amount and like terms and tenor equal to the principal amount of the Book-Entry Note or Notes in global form representing such series or Tranche in exchange for such Book-Entry Note or Notes in global form. The Company may at any time and in its sole discretion determine that individual Book-Entry Notes of any series or Tranche issued in global form shall no longer be represented by a Global Note. In such event the Company will execute, authenticate and deliver individual certificated Notes of such series or Tranche in definitive form in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note representing such series or Tranche in exchange for such Global Note. If specified by the Company with respect to a series or Tranche of Book-Entry Notes, the Depositary for such series or Tranche of Notes may surrender the Global Note for such series or Tranche of Notes in exchange in whole or in part for individual Notes of such series or Tranche in definitive form and of like terms and tenor on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and th...

Exchange and Registration of Transfer of Notes. Whenever any Note shall be surrendered to the Company at an office or agency referred to in Section 4.2 hereof, for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.