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

Registration, Registration of Transfer and Exchange and Legends. The 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 10.2 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as they may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 10.2 for such purpose in accordance with the terms hereof, the Company shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 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, Securities may be exchanged for other 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 Security having the benefit of the Guarantees executed by the Guarantors, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and the Guarantees issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the 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 Securities, but the 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 Securities, other than exchanges pursuant to Section 3.4, 3.5 or 9.5. The Company and the Security Registrar shall not be required (i) to issue, register the transfer of or exchange any 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 Securities selected for redemption under Section 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 Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Security and, in the case of the legend specifically required for the Restricted Global Security, such required legend shall not be removed unless the Company shall have delivered to the Trustee (and the Securities Registrar, if other than the Trustee) a Company Order which states that such Security may be issued without such legend thereon. If such legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other Security is a “restricted security” within the meaning of Rule 144 of the Securities Act and instructs the Trustee to cause a legend to appear thereon.

Registration, Registration of Transfer and Exchange and Legends. The 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 10.2 being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as they may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 10.2 for such purpose in accordance with the terms hereof, the Company shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 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, Securities may be exchanged for other 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 Security having the benefit of the Guarantees Guarantee executed by the Guarantors, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and the Guarantees Guarantee issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the Guarantees Guarantee endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the 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 Securities, but the 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 Securities, other than exchanges pursuant to Section 3.4, 3.5 or 9.5. The Company and the Security Registrar shall not be required (i) to issue, register the transfer of or exchange any 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 Securities selected for redemption under Section 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 Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Security and, in the case of the legend specifically required for the Restricted Global Security, such required legend shall not be removed unless the Company shall have delivered to the Trustee (and the Securities Registrar, if other than the Trustee) a Company Order which states that such Security may be issued without such legend thereon. If such legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other Security is a “restricted security” within the meaning of Rule 144 of the Securities Act and instructs the Trustee to cause a legend to appear thereon.

Registration, Registration of Transfer and Exchange and Legends. The 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 10.2 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as they may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 10.2 for such purpose in accordance with the terms hereof, the Company shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 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, Securities may be exchanged for other 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 Security having the benefit of the Guarantees executed by the Guarantors, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the 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 any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or beneficial owners of interests in any Global Security) 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 as to form with the express requirements hereof. All Securities and the Guarantees issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the 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 Securities, but the 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 Securities, other than exchanges pursuant to Section 3.4, 3.5 or 9.5. The Company and the Security Registrar shall not be required (i) to issue, register the transfer of or exchange any 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 Securities selected for redemption under Section 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 Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Security and, in the case of the legend specifically required for the Restricted Global Security, such required legend shall not be removed unless the Company shall have delivered to the Trustee (and the Securities Registrar, if other than the Trustee) a Company Order which states that such Security may be issued without such legend thereon. If such legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other Security is a “restricted security” within the meaning of Rule 144 of the Securities Act and instructs the Trustee to cause a legend to appear thereon.

Registration, Registration of Transfer and Exchange and Legends. The 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 10.2 1002 being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as they may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 10.2 1002 for such purpose in accordance with the terms hereof, the Company shall, subject to the other provisions of this Section 3.4305, execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new 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, Securities may be exchanged for other 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 Security having the benefit of the Guarantees executed by the Guarantorslegends required to be placed thereon, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and the Guarantees issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company 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 Securities and the Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the 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 Securities, but the 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 Securities, other than exchanges pursuant to Section 3.4303, 3.5 304, 305, 906 or 9.51108 or in accordance with any Offer to Purchase pursuant to Section 1013 or 1016 not involving any transfer. The Company and the Security Registrar shall not be required (i) to issue, register the transfer of or exchange any 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 mailing of a notice of redemption of Securities selected for redemption under Section 11.6 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All SecuritiesUnless 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 Security and, in the case of the legend specifically required for the Restricted Global Security, which it was issued. Any such required legend on a Security shall not be removed unless the Company shall have delivered to the Trustee (and the Securities Registrar, if other than the Trustee) a Company Order which states that such the Security may be issued without such legend thereon. If such a legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other Security is a “"restricted security” " within the meaning of Rule 144 of the 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.

Registration, Registration of Transfer and Exchange and Legends. The Company 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 10.2 11.2 being herein sometimes collectively referred to as the “Security Note Register”) in which, subject to such reasonable regulations as they may prescribe, the Company Issuer shall provide for the registration of Securities Notes and of transfers and exchanges of SecuritiesNotes. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities Notes and transfers and exchanges of Securities Notes as herein provided. Upon surrender for registration of transfer of any Security Note at an office or agency of the Company Issuer designated pursuant to Section 10.2 11.2 for such purpose in accordance with the terms hereof, the Company Issuer shall, subject to the other provisions of this Section 3.4, execute, and the Trustee shall shall, upon receipt of an Issuer Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities 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, Securities Notes may be exchanged for other Securities 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 Security Note having the benefit of the Guarantees executed by the Guarantors, upon surrender of the Securities Note to be exchanged at such office or agency. Whenever any Securities are Note is so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall shall, upon receipt of an Issuer Order, authenticate and deliver, the Securities 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 Securities Notes and the Guarantees issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the Company Issuer and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes and the Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer 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 SecuritiesNotes, but the Company 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 SecuritiesNotes, other than exchanges pursuant to Section 3.4, 3.5 or 9.510.5. The Company Issuer and the Security Registrar shall not be required (i) to issue, register the transfer of or exchange any Security 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 Securities Notes selected for redemption under Section 11.6 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 Security Note so selected for redemption in whole or in part, except the unredeemed portion of any Security Note being redeemed in part. All SecuritiesNotes, initially issued hereunder shall, upon issuance, bear the relevant legends specified in Section 2.2, if any, to be applied to such a Security Note and, in the case of the legend specifically required for the Restricted Global SecurityNote, such required legend shall not be removed unless the Company Issuer shall have delivered to the Trustee (and the Securities Notes Registrar, if other than the Trustee) a Company an Issuer Order which states that such Security Note may be issued without such legend thereon. If such legend has been removed from a Security Note as provided above, no other Security Note issued in exchange for all or any part of such Security Note shall bear such legend, unless the Company Issuer has reasonable cause to believe that such other Security Note is a “restricted security” within the meaning of Rule 144 of the Securities Notes Act and instructs the Trustee to cause a legend to appear thereon.: