Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive.
(b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date.
(c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, 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 or the attorney in fact of such Holder duly authorized in writing.
(d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
(e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed.
(f) If the principal amount, and applicable premium, of part, bu...
Exchange and Registration of Transfer of Notes. Depositary 16 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 20 Section 2.09. CUSIP Numbers 21 Section 2.10. Additional Notes; Repurchases 21
Exchange and Registration of Transfer of Notes. The Holder may, at its option, surrender this Note at the office of the Issuer and receive in exchange therefor a Note or Notes, each in the denomination of $10,000.00 or an integral multiple of $10,000.00 in excess thereof, dated as of the date of this Note, and, subject to Section 4.1, 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 Issuer 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 Issuer) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer duly executed by, the Holder or its attorney duly authorized in writing.
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. 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 shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times such Note Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Notes of a particular series at such office or agency maintained pursuant to Section 4.04 for such purpose in a Place of Payment, the Company shall execute and register and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Note or Notes of such series of any authorized denominations and for an equal aggregate principal amount and tenor.
(b) Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for individual certificated Notes represented thereby, in definitive form, a Global Note may not be transferred except as a whole by the Depositary for 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 a nominee of such successor Depositary. If at any time the Depositary for Notes of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or if at any time the Depositary for the Book-Entry Notes of such series shall no longer be eligible under Section 2.06, the Company shall appoint a successor Depositary with respect to the Notes of such series. If a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice or
Exchange and Registration of Transfer of Notes. Restrictions on Transfer; Depositary 16 Section 2.06 Transfer and Exchange 25 Section 2.07 Mutilated, Destroyed, Lost or Stolen Notes 30 Section 2.08 Temporary Notes 31 Section 2.09 Cancellation of Notes Paid, Converted, Etc. 31 Section 2.10 CUSIP and ISIN Numbers 31 Section 2.11 Additional Notes; Repurchases 32
ARTICLE 3 SATISFACTION AND DISCHARGE 32
Section 3.01 Satisfaction and Discharge 32
ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY 33 ARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE 41
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 Xxxxxx 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. The Company shall cause to be kept at the Corporate Trust Office the 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 Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.
