Common use of Exchange and Registration of Transfer Clause in Contracts

Exchange and Registration of Transfer. The Issuer shall cause to be kept at the Corporate Trust Office of the U.S. Trustee the Register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities of a Series and of transfers of Securities of such Series. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Security of a Series to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.07, the Issuer shall execute, and the U.S. Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. The Guarantors shall cause to be endorsed on any such new Security a Guarantee executed by the Guarantors. Securities of a Series may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Issuer pursuant to Section 4.07. Whenever any Securities of a Series are so surrendered for exchange, the Issuer shall execute, and the U.S. Trustee shall authenticate and deliver, the Securities of the same Series that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. The Guarantors shall cause to be endorsed on any such Security a Guarantee executed by the Guarantors. All Securities of a Series issued upon any registration of transfer or exchange of Securities of the same Series shall be the valid obligations of the Issuer and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture and the Guarantee, as the Securities of the same Series surrendered upon such registration of transfer or exchange. All Securities of a Series presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer, the Guarantors or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Guarantors and the Securities of such Series shall be duly executed by the Holder thereof or its attorney duly authorized in writing. No service charge shall be made to any holder for any registration, transfer or exchange of Securities, but the Issuer, the Guarantors or the U.S. Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.06 or 9.06). None of the Issuer, the Guarantors or the U.S. Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) Securities of any Series for a period of fifteen calendar days next preceding the date of mailing of a notice of redemption of Securities of that Series selected for redemption, or (b) Securities of any Series or portions thereof called for redemption, except for the unredeemed portion of any Securities of that Series being redeemed in part.

Exchange and Registration of Transfer. The Issuer Company shall cause to be kept at the Corporate Trust Office of the U.S. Trustee the Register in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Securities of a Series and of transfers of Securities of such Series. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Security of a Series to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.07, the Issuer Company shall execute, and the U.S. Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Security of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. The Guarantors shall cause to be endorsed on any such new Security a Guarantee executed by the Guarantors. Securities of a Series may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Issuer Company pursuant to Section 4.074.06. Whenever any Securities of a Series are so surrendered for exchange, the Issuer Company shall execute, and the U.S. Trustee shall authenticate and deliver, the Securities of the same Series that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. The Guarantors shall cause to be endorsed on any such Security a Guarantee executed by the Guarantors. All Securities of a Series issued upon any registration of transfer or exchange of Securities of the same Series shall be the valid obligations Obligations of the Issuer and the GuarantorsCompany, evidencing the same debt, and entitled to the same benefits under this Indenture and the GuaranteeIndenture, as the Securities of the same Series surrendered upon such registration of transfer or exchange. All Securities of a Series presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer, the Guarantors Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Guarantors Company, and the Securities of such Series shall be duly executed by the Holder thereof or its his attorney duly authorized in writing. No service charge shall be made to any holder Holder for any registrationregistration of, transfer or exchange of Securities, but the Issuer, the Guarantors Company or the U.S. Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section Sections 2.11, 3.06 or 9.06). None of Neither the Issuer, Company nor the Guarantors or the U.S. Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) Securities of any Series for a period of fifteen calendar days next preceding the date of mailing of a notice of redemption of Securities of that Series selected for redemption, or (b) Securities of any Series or portions thereof called for redemption, except for the unredeemed portion of any Securities of that Series being redeemed in part.

Exchange and Registration of Transfer. Of Notes; ----------------------------------------------- Restrictions On Transfer; Depositary. -------------------- --------------- (a) The Issuer 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 U.S. Trustee Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the Register "Note register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Securities of a Series Notes and of transfers of Securities of such SeriesNotes. The Register 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 appoint one or more co-registrars in accordance with Section 5.2. Upon surrender for registration of transfer of any Security of a Series Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.072.5, the Issuer Company shall execute, and the U.S. Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same Series Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. The Guarantors shall cause to be endorsed on any such new Security a Guarantee executed by the Guarantors. Securities of a Series Notes may be exchanged for other Securities of the same Series Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities Notes to be exchanged at any such office or agency maintained by the Issuer Company pursuant to Section 4.075.2. Whenever any Securities of a Series Notes are so surrendered for exchange, the Issuer Company shall execute, and the U.S. Trustee shall authenticate and deliver, the Securities of Notes which the same Series that the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. The Guarantors shall cause to be endorsed on any such Security a Guarantee executed by the Guarantors. All Securities of a Series Notes issued upon any registration of transfer or exchange of Securities of the same Series Notes shall be the valid obligations of the Issuer and the GuarantorsCompany, evidencing the same debt, and entitled to the same benefits under this Indenture and the GuaranteeIndenture, as the Securities of the same Series Notes surrendered upon such registration of transfer or exchange. All Securities of a Series Notes presented or surrendered for registration of transfer or for exchange exchange, redemption or conversion shall (if so required by the Issuer, the Guarantors Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company, and the Guarantors and the Securities of such Series Notes shall be duly executed by the Holder Noteholder thereof or its his attorney duly authorized in writing. No service charge shall be made to any holder for any registration, registration of transfer or exchange of SecuritiesNotes, but the Issuer, the Guarantors or the U.S. Trustee Company may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.06 or 9.06)Notes. None of Neither the Issuer, Company nor the Guarantors or the U.S. Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) Securities of any Series Notes for a period of fifteen calendar (15) days next preceding the date any selection of mailing of a notice of redemption of Securities of that Series selected for redemptionNotes to be redeemed, or (b) Securities of any Series Notes or portions thereof called for redemptionredemption pursuant to Section 3.2, (c) any Notes or portions thereof surrendered for conversion pursuant to Article Fifteen or (d) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section 3.5. (b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, all Notes that, upon initial issuance are beneficially owned by QIBs or as a result of a sale or transfer after initial issuance are beneficially owned by QIBs, will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (the "Global Note"), except as otherwise specified below. The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with this Indenture and the procedures of the Depositary therefor. The Trustee shall make appropriate endorsements to reflect increases or decreases in the principal amounts of any such Global Note as set forth on the face of the Note ("Principal Amount") to reflect any such transfers. Except as provided below, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note. (c) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, upon any transfer of a definitive Note to a QIB in accordance with Rule 144A, and upon receipt of the definitive Note or Notes being so transferred, together with a certification, substantially in the form on the reverse of the Note, from the transferor that the transfer is being made in compliance with Rule 144A (or other evidence satisfactory to the Trustee), the Trustee shall make an endorsement on the Global Note to reflect an increase in the aggregate Principal Amount of the Notes represented by such Global Note, and the Trustee shall cancel such definitive Note or Notes in accordance with the standing instructions and procedures of the Depositary, the aggregate Principal Amount of the Notes represented by such Global Note to be increased accordingly; provided, however, that no definitive Note, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be included in such Global Note until such definitive Note is freely tradable in accordance with Rule 144(k) under the Securities Act, provided further that the Trustee shall issue Notes in definitive form upon any transfer of a beneficial interest in the Global Note to the Company or any Affiliate of the Company. Upon any sale or transfer of a Note to an Institutional Accredited Investor (other than pursuant to a registration statement that has been declared effective under the Securities Act), such Institutional Accredited Investor shall, prior to such sale or transfer, furnish to the Company and/or the Trustee a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in EXHIBIT B to this Indenture. Upon any transfer of a beneficial interest in the Global Note to an Institutional Accredited Investor, the Trustee shall make an endorsement on the Global Note to reflect a decrease in the aggregate Principal Amount of the Notes represented by such Global Note, and the Company shall execute a definitive Note or Notes in exchange therefore, and the Trustee, upon receipt of such definitive Note or Notes and the written order of the Company, shall authenticate and deliver such, definitive Note or Notes. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the unredeemed portion Notes to be tradeable on The Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. (d) Every Note that bears or is required under this Section 2.5(d) to bear the legend set forth in this Section 2.5(d) (together with any Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.5(e), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.5(d) (including those set forth in the legend set forth below) unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such Noteholder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.5(d) and 2.5(e), the term "transfer" encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.5(e), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of that Series being redeemed such transfer), or unless otherwise agreed by the Company in part.writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES