Common use of Registration; Book-Entry Clause in Contracts

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name and address of the holder of this Note and the principal amount hereof. The entries in the Register shall be conclusive and binding for all purposes absent manifest error. Upon its receipt of a written request to assign, transfer or sell all or part of this Note by the Holder in compliance with the terms hereof and any other applicable restrictions, the Company shall record the information contained therein in the Register and issue one or more new Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of this Note within two (2) Business Days of its receipt of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be). The Holder and the Company shall maintain records showing the Principal converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this each Note and the principal amount hereofof the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1413, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of this any Registered Note within two (2) Business Days of its receipt of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be). The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this each Note and the principal amount hereofof the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer assign or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsa Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in accordance with Section 19. Notwithstanding anything to the same aggregate principal amount as contrary set forth in this Section 3, upon conversion of any portion of this Note in accordance with the principal amount of terms hereof, the surrendered Registered Holder shall not be required to physically surrender this Note to the designated assignee or transferee pursuant Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to Section 14, provided that if the Company does not so record an assignment, transfer as contemplated by Section 3(c)(i)) or sale (as B) the case Holder has provided the Company with prior written notice (which notice may bebe included in a Conversion Notice) of all or part requesting reissuance of this Note within two (2) Business Days upon physical surrender of its receipt of such a request, then this Note. The Company shall update the Register shall be automatically updated to reflect such assignmentthe Principal, transfer or sale (as the case may be). The Holder Interest and the Company shall maintain records showing the Principal Late Charges converted and/or paid (as the case may be) and the dates of such conversion conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this Note each of the Notes and the principal amount hereofof the Notes held by such holders (the “Registered Notes”). The entries A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register shall be conclusive and binding for all purposes absent manifest errorRegister. Upon its receipt of a written request to assign, transfer or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary set forth in this Section 2, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) upon conversion of all or part any portion of this Note within two in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (2A) Business Days of its receipt of such a request, then the Register full Conversion Amount represented by this Note is being converted (in which event this Note shall be automatically updated delivered to reflect such assignment, transfer the Company as contemplated by Section 2(c)(i)) or sale (as B) the case Holder has provided the Company with prior written notice (which notice may be)be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversion conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this Note the Notes and the principal amount hereofof the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat the Person whose name is recorded in the Register as the owner of this Note as the owner of this Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer assign or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsa Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1417. Notwithstanding anything to the contrary set forth herein, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) upon conversion of all or part any portion of this Note within two in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (2A) Business Days the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting physical surrender and reissue of its receipt of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be)this Note. The Holder and the Company shall maintain records showing the Principal amount of this Note converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this each Note and the principal amount hereofof the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1419, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of this any Registered Note within two (2) Business Days of its receipt of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversion conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by . If the Company does not update the Register to evidence record such Principal and Interest converted and/or paid (as the cancellation case may be) and the dates of this Note and in such conversions, and/or payments (as the event that case may be) within two (2) Business Days of such occurrence, then the Holder and each prior Holder has not so delivered Register shall be automatically deemed updated to reflect such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavitoccurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this each Note and the principal amount hereofof the Notes held by such holders (the “Registered Notes”) in accordance with the Treasury Regulation Section 5f.103-1(c)(1). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer assign or sell all or part of this any Registered Note by a Holder, together with any required documentation under the Holder in compliance with the terms hereof and Transaction Documents including any other applicable restrictionslegal opinions, if applicable, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1418. Notwithstanding anything to the contrary set forth herein, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) upon conversion of all or part any portion of this Note within two in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (2A) Business Days the full Principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of its receipt this Note upon physical surrender of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be)this Note. The Holder and the Company shall maintain records showing the Principal and Interest, if any, converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this each Convertible Note and the principal amount hereofof the Convertible Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Convertible Notes shall treat each Person whose name is recorded in the Register as the owner of a Convertible Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer assign or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsa Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1419. Notwithstanding anything to the contrary set forth herein, provided that if upon conversion of any portion of this Convertible Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Note to the Company does not so record an assignment, transfer unless (A) the full Conversion Amount represented by this Convertible Note is being converted or sale (as B) the case Holder has provided the Company with prior written notice (which notice may bebe included in a Conversion Notice) of all or part requesting physical surrender and reissue of this Note within two (2) Business Days of its receipt of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be)Convertible Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Convertible Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this each Note and the principal amount hereofof the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of principal and interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer assign or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsa Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1417. Notwithstanding anything to the contrary set forth herein, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) upon conversion of all or part any portion of this Note within two in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (2A) Business Days the full Principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of its receipt this Note upon physical surrender of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be)this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this the Note and the principal amount hereofof the Note (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holder of the Note shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer assign or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsa Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1419. Notwithstanding anything to the contrary set forth herein, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) upon conversion of all or part any portion of this Note within two in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (2A) Business Days the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting physical surrender and reissue of its receipt of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be)this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the holder holders of this each Note and the principal amount hereofof the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer assign or sell all or part of this any Registered Note by the Holder in compliance with the terms hereof and any other applicable restrictionsa Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1418. Notwithstanding anything to the contrary set forth herein, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) upon conversion of all or part any portion of this Note within two in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (2A) Business Days the full Principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of its receipt this Note upon physical surrender of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be)this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Late Charges, if any, converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.