Common use of Exchange of Registered Notes Clause in Contracts

Exchange of Registered Notes. Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes. If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest. Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer and the Guarantor for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. The term "Noteholder," "holder of Notes," or other similar terms, shall mean, (a) with respect to any Registered Note, the person in whose name at the time such Registered Note is registered on the books of the relevant Issuer kept for that purpose in accordance with the terms hereof or (b) with respect to any Bearer Note, the bearer thereof. Each person designated by the relevant Issuer as a person authorized to register and register transfer of the Notes is sometimes herein referred to as a "Registrar." In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

Exchange of Registered Notes. Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes. If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest. Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer and the Guarantor for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. The term "�Noteholder," "� �holder of Notes," � or other similar terms, shall mean, (a) with respect to any Registered Note, the person in whose name at the time such Registered Note is registered on the books of the relevant Issuer kept for that purpose in accordance with the terms hereof or (b) with respect to any Bearer Note, the bearer thereof. Each person designated by the relevant Issuer as a person authorized to register and register transfer of the Notes is sometimes herein referred to as a "�Registrar." � In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

Exchange of Registered Notes. Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes. If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest. Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer and the Guarantor for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. The term "“Noteholder," "” “holder of Notes," ” or other similar terms, shall mean, (a) with respect to any Registered Note, the person in whose name at the time such Registered Note is registered on the books of the relevant Issuer kept for that purpose in accordance with the terms hereof or (b) with respect to any Bearer Note, the bearer thereof. Each person designated by the relevant Issuer as a person authorized to register and register transfer of the Notes is sometimes herein referred to as a "“Registrar." ” In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.