Common use of Registration Exchange Substitution of Notes Clause in Contracts

Registration Exchange Substitution of Notes. 6.1 The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each Holder, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof. 6.2 Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 8.7(b)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the Holder of such Note or such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment from the Holder of, and the Holder shall pay, a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. 6.3 Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 8.7) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note, and a. in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or b. in the case of mutilation, upon surrender and cancellation thereof, within ten days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Registration Exchange Substitution of Notes. 6.1 The Company (a) Parent shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each Holderholder of one or more Notes, each transfer thereof and the name and address of each the transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder Holder thereof for all purposes hereofof this Agreement. Parent shall not be affected by any notice or knowledge to the contrary. Parent shall give to any holder of a Note that is an institutional investor promptly after receipt of a request, a complete and correct copy of the names and addresses of all registered Holders. 6.2 (b) Upon surrender of any Note to the Company at the address and to the attention principal executive office of the designated officer (all as specified in Section 8.7(b)), Parent for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly indorsed or accompanied by a written instrument of transfer duly executed authorized by the Holder of such Note or such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten days thereafter, the Company Parent shall execute and deliver, at the CompanyParent’s expense (except as provided below), one or more new Notes (as requested by the holder thereoftransferor) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and the transferor shall be substantially in the form of Exhibit A heretorequest. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Parent may require payment from the Holder of, and the Holder shall pay, of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000; provided, provided that if necessary to enable the registration of transfer by a Holder of its entire holding remaining holdings of Notes, one Note may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation in Section 4.2. 6.3 (c) Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 8.7) Parent of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any NoteNote (which evidence shall be, and a. in the case of an institutional investor, notice from such institutional investor of such ownership and such loss, theft, destruction or mutilation), and (i) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to itParent (provided that if such Holder is, or b. or is nominee for, an institutional investor, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (ii) in the case of mutilation, upon surrender and cancellation thereof, within ten days thereafterParent, the Company at its own expense expense, shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Registration Exchange Substitution of Notes. 6.1 The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each Holder, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof. 6.2 Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 8.7(b)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the Holder of such Note or such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment from the Holder of, and the Holder shall pay, a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. 6.3 Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 8.7) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note, and a. (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or b. (b) in the case of mutilation, upon surrender and cancellation thereof, within ten days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.