Exchange and Registration of Transfer of Notes; Restrictions on Transfer Clause Samples

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 24 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 25 SATISFACTION AND DISCHARGE Section 3.01. Satisfaction and Discharge 25 PARTICULAR COVENANTS OF THE COMPANY Section 4.01. Payment of Principal and Interest 25 Section 4.02. Maintenance of Office or Agency 26 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 26 Section 4.04. Provisions as to Paying Agent 26 Section 4.05. Existence 28

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (1) Upon surrender for registration of transfer of any Note to the Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.07, the Company shall execute, and the Trustee or an Authentication Agent shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 2.05. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee or an Authentication Agent shall, upon receipt of a Company Order, authenticate and deliver, the Notes that the holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase, redemption or conversion shall (if so required by the Company, the Trustee or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed by the holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith as a result of the name of the holder of the new Notes issued upon such exchange or registration of transfer of Notes being different from the name of the holder of the old Notes presented or surrendered for such exchange or registration of transfer. None of the Company, the Trustee or the Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes for which notice of redemption has been given in accordance with Article 14 hereof; (iii) a Note other than in amounts of $200,000 or integral multiple thereof, or (iv) any Notes, or a portio...

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office 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 “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. 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 Note Register shall reflect the Company’s valid obligations of, and each Holder’s beneficial ownership and interests in, the Notes and, absent manifest error, the Notes Register shall be binding on the Company, the Trustee and each Holder, and, in the case of a conflict between the Note Register and any other instrument, the Note Register shall prevail. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note 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 Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, in each case in accordance with the requirements of Section 2.04, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly exe...

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) As provided herein, interests in a Global Note will be exchanged, upon 45 days’ notice by a holder of an interest in such Global Note for Definitive Notes. Each Global Note shall be deposited with the Common Depositary, which shall hold such Global Note in safe custody for the account of Euroclear and/or Clearstream and instruct Euroclear or Clearstream or both of them, as the case may be, to credit the principal amounts of the Notes represented by such Global Note to the holder’s distribution account with Euroclear or Clearstream. Each relevant Global Note shall be exchangeable in whole for an interest, equal to the principal amount of such Global Note being exchanged, for Definitive Notes in the same principal amount, upon request of Euroclear or Clearstream to the Registrar, but only upon delivery by Euroclear or Clearstream, acting on behalf of the beneficial owners of such interests, to the Registrar at its principal office in the City of New York, of certificates substantially in the form of Exhibit C hereto. The delivery to the Registrar of any certificate in the form referred to above may be relied upon by the Company, the Trustee and the Registrar as conclusive evidence that related certificates have been delivered to Euroclear or Clearstream as contemplated by the terms of this Section. (b) In accordance with the terms of a Global Note and this Indenture, the Registrar shall deliver at the cost of the Company, upon not less than 45 days’ notice to the Registrar by Euroclear or Clearstream, the relevant Definitive Notes in exchange for interests in such Global Note. For this purpose, the Registrar is authorized and it shall (A) authenticate each such Definitive Note and (B) deliver each such Definitive Note to or to the order of Euroclear or Clearstream, in exchange for interests in such Global Note. The Registrar shall promptly notify the Company upon receipt of a request for issue of Definitive Notes the aggregate principal amount of the relevant Global Note to be exchanged in connection therewith. The Company undertakes to deliver to, or to the order of, the Registrar sufficient numbers of duly executed Definitive Notes to enable the Registrar to comply with its obligations under this Section 2.05(b). Such exchange shall be made free of charge to the holder and the beneficial owners of the relevant Global Note and to the holders of the Definitive Notes issued in exchange as provided above, except that a Person receiving Definitive Notes mus...

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. DEPOSITARY. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the "Note register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may change the Note register or appoint one or more co-registrars in accordance with Section 5.2 without any prior notice to any holders, provided that a Note register shall be at all times maintained at the Corporate Trust Office. Upon surrender for registration of transfer of any Note to the Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.5, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary 22 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 27 Section 2.07. Temporary Notes 28 Section 2.08. Cancellation of Notes Paid, Converted, Etc 28 Section 2.09. CUSIP Numbers 28 Section 2.10. Additional Notes; Repurchases 28 Section 2.11. PIK Interest and Other Provisions Related to Interest 29 Section 3.01. Satisfaction and Discharge 30 Section 4.01. Payment of Principal and Interest 30 Section 4.02. Maintenance of Office or Agency 30 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 31 Section 4.04. Provisions as to Paying Agent 31 Section 4.05. Existence 32 Section 4.06. Rule 144A Information Requirement and Annual Reports 32 Section 4.07. Stay, Extension and Usury Laws 32 Section 4.08. Compliance Certificate; Statements as to Defaults 32 Section 4.09. Limitation on Restricted Payments. 33 Section 4.10. Limitation on Incurrence of Indebtedness. 34 Section 4.11. Limitation on Asset Sales 35 Section 4.12. Limitation on Business Activities 36 Section 5.01. Lists of Holders 36 Section 5.02. Preservation and Disclosure of Lists 37

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary 17 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 23 Section 2.07. Temporary Notes 24 Section 2.08. Cancellation of Notes Paid, Exchanged, Etc 25 Section 2.09. CUSIP Numbers 25 Section 2.10. Additional Notes; Repurchases 25 Section 3.01. Satisfaction and Discharge 26 Section 4.01. Payment of Principal and Interest 26 Section 4.02. Maintenance of Office or Agency 26 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 27 Section 4.04. Provisions as to Paying Agent 27 Section 4.05. Existence 28 Section 4.06. Rule 144A Information Requirement and Annual Reports 28 Section 4.07. Additional Amounts. 30 Section 4.08. Stay, Extension and Usury Laws 32 Section 4.09. Compliance Certificate; Statements as to Defaults 32 Section 4.10. Further Instruments and Acts 32 Section 4.11. Listing Of The Notes 32

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary 20 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes 26 Section 2.07 Temporary Notes 27 Section 2.08 Cancellation of Notes Paid, Converted, Etc 28 Section 2.09 CUSIP Numbers 28 Section 2.10 Additional Notes; Repurchases 29 ARTICLE 3 Satisfaction and Discharge 29 Section 3.01 Satisfaction and Discharge 29 ARTICLE 4 Particular Covenants of the Company 30 Section 4.01 Payment of Principal and Interest 30 Section 4.02 Maintenance of Office or Agency 30 Section 4.03 Appointments to Fill Vacancies in Trustee’s Office 30 Section 4.04 Provisions as to Paying Agent 30 Section 4.05 Existence 32 Section 4.06 Rule 144A Information Requirement and Annual Reports 32 Section 4.07 Stay, Extension and Usury Laws 34 Section 4.08 Compliance Certificate; Statements as to Defaults 34 Section 4.09 Further Instruments and Acts 35 Section 4.10 Additional Amounts 35 ARTICLE 5 Lists of Holders and Reports by the Company and the Trustee 38 Section 5.01 Lists of Holders 38 Section 5.02 Preservation and Disclosure of Lists 38 ARTICLE 6 Defaults and Remedies 38 Section 6.01 Events of Default 38 Section 6.02 Acceleration; Rescission and Annulment 40 Section 6.03 Additional Interest 41 Section 6.04 Payments of Notes on Default; Suit Therefor 42 Section 6.05 Application of Monies Collected by Trustee 43 Section 6.06 Proceedings by Holders 44 Section 6.07 Proceedings by Trustee 45 Section 6.08 Remedies Cumulative and Continuing 45 Section 6.09 Direction of Proceedings and ▇▇▇▇▇▇ of Defaults by Majority of Holders 46 Section 6.10 Notice of Defaults 46 Section 6.11 Undertaking to Pay Costs 47 ARTICLE 7 Concerning the Trustee 47 Section 7.01 Duties and Responsibilities of Trustee 47 Section 7.02 Reliance on Documents, Opinions, Etc 49 Section 7.03 No Responsibility for Recitals, Etc 50 Section 7.04 Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes 50 Section 7.05 Monies and Ordinary Shares to Be Held in Trust 51 Section 7.06 Compensation and Expenses of Trustee 51 Section 7.07 Officer’s Certificate as Evidence 52 Section 7.08 Eligibility of Trustee 52 Section 7.09 Resignation or Removal of Trustee 52 Section 7.10 Acceptance by Successor Trustee 53 Section 7.11 Succession by ▇▇▇▇▇▇, Etc 54 Section 7.12 Trustee’s Application for Instructions from the Company 54