Common use of Registration, Registration of Transfer and Exchange and Legends Clause in Contracts

Registration, Registration of Transfer and Exchange and Legends. The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 11.2 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as they may prescribe, the Issuer shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby appointed “Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Issuer designated pursuant to Section 11.2 for such purpose in accordance with the terms hereof, the Issuer shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legends set forth in Section 2.2. Subject to Section 3.4(c), at the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legend set forth in Section 2.2, if any, each such new Note having the benefit of the Guarantees executed by the Guarantors, upon surrender of the Note to be exchanged at such office or agency. Whenever any Note is so surrendered for exchange, the Issuer shall execute, and the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver, the Note which the Holder making the exchange is entitled to receive. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with U.S. securities laws, including but not limited to any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance solely as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. All Notes and the Guarantees issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes and the Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of Notes, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.4, 3.5 or 10.5. The Issuer and the Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the due date for any payment of principal in respect of the Notes selected for redemption under Section 4.6 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. All Notes, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Note and, in the case of the legend specifically required for the Restricted Global Note, such required legend shall not be removed unless the Issuer shall have delivered to the Trustee (and the Notes Registrar, if other than the Trustee) an Issuer Order which states that such Note may be issued without such legend thereon. If such legend has been removed from a Note as provided above, no other Note issued in exchange for all or any part of such Note shall bear such legend, unless the Issuer has reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 of the Notes Act and instructs the Trustee to cause a legend to appear thereon:

Registration, Registration of Transfer and Exchange and Legends. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 11.2 10.2 being herein sometimes collectively referred to as the “Note Security Register”) in which, subject to such reasonable regulations as they may prescribe, the Issuer Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Notes Securities and transfers and exchanges of Notes Securities as herein provided. Upon surrender for registration of transfer of any Note Security at an office or agency of the Issuer Company designated pursuant to Section 11.2 10.2 for such purpose in accordance with the terms hereof, the Issuer Company shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legends set forth in Section 2.2. Subject to Section 3.4(c), at the option of the Holder, Notes Securities may be exchanged for other Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legend set forth in Section 2.2, if any, each such new Note Security having the benefit of the Guarantees executed by the Guarantors, upon surrender of the Note Securities to be exchanged at such office or agency. Whenever any Note is Securities are so surrendered for exchange, the Issuer Company shall execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, the Note Securities which the Holder making the exchange is entitled to receive. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with U.S. securities laws, including but not limited to any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance solely as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. All Notes Securities and the Guarantees issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Issuer Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities and the Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of NotesSecurities, but the Issuer Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesSecurities, other than exchanges pursuant to Section 3.4, 3.5 or 10.59.5. The Issuer Company and the Security Registrar shall not be required (i) to issue, register the transfer of or exchange any Note Security during a period beginning at the opening of business 15 days before the due date for any payment of principal in respect of the Notes Securities selected for redemption under Section 4.6 11.6 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part. All NotesSecurities, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Note Security and, in the case of the legend specifically required for the Restricted Global NoteSecurity, such required legend shall not be removed unless the Issuer Company shall have delivered to the Trustee (and the Notes Securities Registrar, if other than the Trustee) an Issuer a Company Order which states that such Note Security may be issued without such legend thereon. If such legend has been removed from a Note Security as provided above, no other Note Security issued in exchange for all or any part of such Note Security shall bear such legend, unless the Issuer Company has reasonable cause to believe that such other Note Security is a “restricted security” within the meaning of Rule 144 of the Notes Securities Act and instructs the Trustee to cause a legend to appear thereon:.

Registration, Registration of Transfer and Exchange and Legends. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 11.2 10.2 being herein sometimes collectively referred to as the “Note "Security Register”") in which, subject to such reasonable regulations as they may prescribe, the Issuer Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Notes Securities and transfers and exchanges of Notes Securities as herein provided. Upon surrender for registration of transfer of any Note Security at an office or agency of the Issuer Company designated pursuant to Section 11.2 10.2 for such purpose in accordance with the terms hereof, the Issuer Company shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legends set forth in Section 2.2. Subject to Section 3.4(c), at the option of the Holder, Notes Securities may be exchanged for other Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legend legends set forth in Section 2.2, if any, each such new Note Security having the benefit of the Guarantees Guarantee executed by the Guarantors, upon surrender of the Note Securities to be exchanged at such office or agency. Whenever any Note is Securities are so surrendered for exchange, the Issuer Company shall execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, the Note Securities which the Holder making the exchange is entitled to receive. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with U.S. securities laws, including but not limited to any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance solely as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. All Notes Securities and the Guarantees Guarantee issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Issuer Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities and the Guarantees Guarantee endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of Notes, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.4, 3.5 or 10.5. The Issuer and the Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the due date for any payment of principal in respect of the Notes selected for redemption under Section 4.6 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. All Notes, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Note and, in the case of the legend specifically required for the Restricted Global Note, such required legend shall not be removed unless the Issuer shall have delivered to the Trustee (and the Notes Registrar, if other than the Trustee) an Issuer Order which states that such Note may be issued without such legend thereon. If such legend has been removed from a Note as provided above, no other Note issued in exchange for all or any part of such Note shall bear such legend, unless the Issuer has reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 of the Notes Act and instructs the Trustee to cause a legend to appear thereon:.

Registration, Registration of Transfer and Exchange and Legends. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 11.2 10.2 being herein sometimes collectively referred to as the “Note Security Register”) in which, subject to such reasonable regulations as they may prescribe, the Issuer Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Notes Securities and transfers and exchanges of Notes Securities as herein provided. Upon surrender for registration of transfer of any Note Security at an office or agency of the Issuer Company designated pursuant to Section 11.2 10.2 for such purpose in accordance with the terms hereof, the Issuer Company shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legends set forth in Section 2.2. Subject to Section 3.4(c), at the option of the Holder, Notes Securities may be exchanged for other Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legend set forth in Section 2.2, if any, each such new Note Security having the benefit of the Guarantees executed by the Guarantors, upon surrender of the Note Securities to be exchanged at such office or agency. Whenever any Note is Securities are so surrendered for exchange, the Issuer Company shall execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, the Note Securities which the Holder making the exchange is entitled to receive. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with U.S. securities laws, including but not limited to any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Agent Members or beneficial owners of interests in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance solely as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. All Notes Securities and the Guarantees issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Issuer Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities and the Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of NotesSecurities, but the Issuer Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesSecurities, other than exchanges pursuant to Section 3.4, 3.5 or 10.59.5. The Issuer Company and the Security Registrar shall not be required (i) to issue, register the transfer of or exchange any Note Security during a period beginning at the opening of business 15 days before the due date for any payment of principal in respect of the Notes Securities selected for redemption under Section 4.6 11.6 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part. All NotesSecurities, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Note Security and, in the case of the legend specifically required for the Restricted Global NoteSecurity, such required legend shall not be removed unless the Issuer Company shall have delivered to the Trustee (and the Notes Securities Registrar, if other than the Trustee) an Issuer a Company Order which states that such Note Security may be issued without such legend thereon. If such legend has been removed from a Note Security as provided above, no other Note Security issued in exchange for all or any part of such Note Security shall bear such legend, unless the Issuer Company has reasonable cause to believe that such other Note Security is a “restricted security” within the meaning of Rule 144 of the Notes Securities Act and instructs the Trustee to cause a legend to appear thereon:.

Registration, Registration of Transfer and Exchange and Legends. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 11.2 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which, subject to such reasonable regulations as they may prescribe, the Issuer Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Notes Securities and transfers and exchanges of Notes Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at an office or agency of the Issuer Company designated pursuant to Section 11.2 1002 for such purpose in accordance with the terms hereof, the Issuer Company shall, subject to the other provisions of this Section 3.4305, execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legends set forth in Section 2.2202. Subject to Section 3.4(c), at At the option of the Holder, Notes Securities may be exchanged for other Notes Securities of any authorized denominations and of a like tenor and aggregate principal amount and bearing the applicable legend set forth in Section 2.2, if any, each such new Note having the benefit of the Guarantees executed by the Guarantorslegends required to be placed thereon, upon surrender of the Note Securities to be exchanged at such office or agency. Whenever any Note is Securities are so surrendered for exchange, the Issuer Company shall execute, and the Trustee shall, upon receipt of an Issuer Order, shall authenticate and deliver, the Note Securities which the Holder making the exchange is entitled to receive. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with U.S. securities laws, including but not limited to any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance solely as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. All Notes and the Guarantees Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Issuer and the GuarantorsCompany, evidencing the same debt, and (subject to the provisions in the Original Securities regarding the payment of Special Interest) entitled to the same benefits under this Indenture, as the Notes and the Guarantees endorsed thereon, respectively, Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of NotesSecurities, but the Issuer or the Trustee Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesSecurities, other than exchanges pursuant to Section 3.4303, 3.5 304, 305, 906 or 10.51108 or in accordance with any Offer to Purchase pursuant to Section 1013 or 1016 not involving any transfer. The Issuer and the Registrar Company shall not be required (i) to issue, register the transfer of or exchange any Note Security during a period beginning at the opening of business 15 days before the due date for any payment of principal in respect day of the Notes mailing of a notice of redemption of Securities selected for redemption under Section 4.6 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part. All NotesUnless the Company shall determine otherwise, each Security initially issued hereunder shall, upon issuance, in exchange for Preferred Shares shall bear the relevant legends specified in Section 2.2regarding restrictions on transfers, if any, that were borne by the certificates evidencing the Preferred Shares with respect to be applied which such Security was issued and each Secondary Security issued shall bear the same legends regarding restrictions on transfers as the Security with respect to such a Note and, in the case of the legend specifically required for the Restricted Global Note, which it was issued. Any such required legend on a Security shall not be removed unless the Issuer Company shall have delivered to the Trustee (and the Notes Securities Registrar, if other than the Trustee) an Issuer a Company Order which states that such Note the Security may be issued without such legend thereon. If such a legend has been removed from a Note Security as provided above, no other Note Security issued in exchange for all or any part of such Note Security shall bear such legend, unless the Issuer Company has reasonable cause to believe that such other Note Security is a “"restricted security” " within the meaning of Rule 144 of the Notes Securities Act and instructs the Trustee to cause a legend to appear thereon:. Unless the Company shall determine otherwise, in the event that the Preferred Shares in exchange for which any Security is issued are subject to certification requirements for transfer pursuant to the Certificate of Designations, the Securities issued in exchange therefor shall be subject to identical certification requirements hereunder. The Company shall promptly notify the Trustee and the Securities Registrar (if other than the Trustee) of any such transfer certification requirements.