Common use of Transfer and Exchange; Cancellation Clause in Contracts

Transfer and Exchange; Cancellation. (a) Any assignment or participation of a Loan shall be made only to a Qualifying Lender and otherwise in accordance with Section 8.1 of the Credit Agreement. A Holder of any Class E Security may exchange a Class E Security only by written application to the Class E Security Authenticator and otherwise complying with the terms of this Intercreditor Agreement, including, without limitation, the provisions of this Section 2.06. (b) At the option of a Holder of a Class E Security, its Class E Securities may be exchanged for other Class E Securities of the same class of any authorized denomination, of a like aggregate principal amount, upon surrender of the Class E Securities to be exchanged at the Corporate Office. The aggregate amount of each new Class E Security issued upon exchange shall be in a principal amount of at least $500,000 (and, in each case, if less, the then unpaid principal amount thereof) and dated the date or dates to which interest on the Class E Security surrendered shall have been paid or, if no such interest shall have been paid, the applicable date of issuance. Whenever any Class E Securities are so surrendered for exchange, the Borrower shall execute, and the Administrative Agent shall authenticate and deliver, the Class E Securities which the Holder making the exchange is entitled to receive. All Class E Securities issued upon any exchange of Class E Securities shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the same Class E Security and benefits under this Intercreditor Agreement, as the Class E Securities surrendered upon such exchange. When Class E Securities are presented to the Class E Security Authenticator with a request to exchange them for an equal principal amount of Class E Securities of other authorized denominations, the Class E Security Authenticator shall make the exchange as requested if the requirements for such transactions are met. The Administrative Agent shall make a notation on each new Class E Security or Class E Securities of the amount of all payments of principal previously made on the old Class E Security or Class E Securities with respect to which such new Class E Security is issued and the date to which interest accrued on such old Class E Security or Class E Securities has been paid. (c) The Borrower shall not be required to exchange any surrendered Class E Securities as above provided during the 15 calendar day period preceding the due date of any payment on such Class E Securities. The Borrower shall not be required to exchange any Class E Securities as above provided during the 15 calendar days preceding the Final Maturity Date. The Borrower shall not be required to exchange any Class E Securities that have been selected, called or are being called for Repayment except, in the case of any Class E Securities where notice has been given that such Class E Securities are to be repaid in part, the portion thereof not so to be repaid. (d) A Class E Security may not be exchanged for another Class E Security other than as provided in this Section 2.06 and Section 2.07 hereof. (e) The Borrower at any time may deliver Class E Securities to the Administrative Agent for cancellation. The Administrative Agent and no one else shall cancel and destroy in accordance with its customary practices in effect from time to time any such Class E Securities, together with any other Class E Securities surrendered to it for exchange or payment.

Transfer and Exchange; Cancellation. (a) Any assignment or participation of The Trustee agrees with the Issuer that the Trustee shall keep a Loan register (herein referred to as the "Register") in which provisions shall be made only to for the registration of Securities and the registration of transfers of Securities and a Qualifying Lender and otherwise in accordance with Section 8.1 record of the Credit Agreementdates and payments made with respect to the Securities. The Register shall be kept at the Corporate Trust Office, and the Trustee is hereby appointed "Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. A Holder of any Class E Security may exchange transfer a Class E Security only by written application to the Class E Security Authenticator Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Intercreditor AgreementIndenture, including, without limitation, the provisions of this Section 2.062.07. No such transfer shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. (b) Upon surrender for registration or transfer of any Security at the Corporate Trust Office, the Issuer shall execute, upon the written request of such Holder, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same class and of a like aggregate principal amount. At the option of a Holder of a Class E SecurityHolder, its Class E Securities may be exchanged for other Class E Securities of the same class of any authorized denomination, of a like aggregate principal amount, upon surrender of the Class E Securities to be exchanged at the Corporate Trust Office. The aggregate Each new Class A Security issued upon transfer or exchange shall be in a principal amount of at least $100,000 and each new Class E Security issued upon transfer or exchange shall be in a principal amount of at least $500,000 (and, in each case, if less, the then unpaid principal amount thereof) and dated the date or dates to which interest on the Class E Security surrendered shall have been paid or, if no such interest shall have been paid, the applicable date of issuance. Whenever any Class E Securities are so surrendered for exchange, the Borrower Issuer shall execute, and the Administrative Agent Trustee shall authenticate and deliver, the Class E Securities which the Holder making the exchange is entitled to receive. All Class E Securities issued upon any registration of transfer or exchange of Class E Securities shall be the valid obligations of the Borrower Issuer evidencing the same respective obligations, and entitled to the same Class E Security security and benefits under this Intercreditor AgreementIndenture, as the Class E Securities surrendered upon such registration of transfer or exchange. When Class E Securities are presented to the Class E Security Authenticator Registrar with a request to register their transfer or to exchange them for an equal principal amount of Class E Securities of other authorized denominations, the Class E Security Authenticator Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions are metmet (including, in the case of a transfer, that such Securities are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). In addition, the Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended. The Administrative Agent Trustee shall make a notation on each new Class E Security or Class E Securities of the amount of all payments of principal previously made on the old Class E Security or Class E Securities with respect to which such new Class E Security is issued and the date to which interest accrued on such old Class E Security or Class E Securities has been paid. (c) Prior to the due presentment for registration of transfer of a Security, the Issuer and the Trustee may deem and treat the applicable registered Holder as the absolute owner and Holder of such Security for the purpose of receiving payment of all amounts payable with respect to such Security and for all other purposes and shall not be affected by any notice to the contrary. (d) The Borrower Issuer shall not be required to exchange any surrendered Class E Securities as above provided during the 15 calendar day period preceding the due date of any payment on such Class E Securities. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities as above provided during the 15 calendar days preceding the Final Maturity DateDate of any such Securities or during the 15 calendar days preceding the first mailing of any notice of Redemption or Refinancing of Securities to be redeemed or refinanced. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities that have been selected, called or are being called for Repayment Redemption or Refinancing except, in the case of any Class E Securities where notice has been given that such Class E Securities are to be repaid redeemed in part, the portion thereof not so to be repaidredeemed. (de) A Class E Security may not be exchanged for another Class E Security other than as provided in this Section 2.06 2.07 and Section 2.07 2.08 hereof. (ef) The Borrower Issuer at any time may deliver Class E Securities to the Administrative Agent Trustee for cancellation. The Administrative Agent Trustee and no one else shall cancel and destroy in accordance with its customary practices in effect from time to time (subject to the record retention requirements of the Exchange Act) any such Class E Securities, together with any other Class E Securities surrendered to it for registration of transfer, exchange or payment.

Transfer and Exchange; Cancellation. (a) Any assignment or participation of The Trustee agrees with the Issuer that the Trustee shall keep a Loan register (herein referred to as the “Register”) in which provisions shall be made only to for the registration of Securities and the registration of transfers of Securities and a Qualifying Lender and otherwise in accordance with Section 8.1 record of the Credit Agreementdates and payments made with respect to the Securities. The Register shall be kept at the Corporate Trust Office, and the Trustee is hereby appointed “Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. A Holder of any Class E Security may exchange transfer a Class E Security only by written application to the Class E Security Authenticator Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Intercreditor AgreementIndenture, including, without limitation, the provisions of this Section 2.062.07. No such transfer shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. (b) Upon surrender for registration or transfer of any Security at the Corporate Trust Office, the Issuer shall execute, upon the written request of such Holder, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same class and of a like aggregate principal amount. At the option of a Holder of a Class E SecurityHolder, its Class E Securities may be exchanged for other Class E Securities of the same class of any authorized denomination, of a like aggregate principal amount, upon surrender of the Class E Securities to be exchanged at the Corporate Trust Office. The aggregate Each new Class A Security issued upon transfer or exchange shall be in a principal amount of at least $100,000 and each new Class E Security issued upon transfer or exchange shall be in a principal amount of at least $500,000 (and, in each case, if less, the then unpaid principal amount thereof) and dated the date or dates to which interest on the Class E Security surrendered shall have been paid or, if no such interest shall have been paid, the applicable date of issuance. Whenever any Class E Securities are so surrendered for exchange, the Borrower Issuer shall execute, and the Administrative Agent Trustee shall authenticate and deliver, the Class E Securities which the Holder making the exchange is entitled to receive. All Class E Securities issued upon any registration of transfer or exchange of Class E Securities shall be the valid obligations of the Borrower Issuer evidencing the same respective obligations, and entitled to the same Class E Security security and benefits under this Intercreditor AgreementIndenture, as the Class E Securities surrendered upon such registration of transfer or exchange. When Class E Securities are presented to the Class E Security Authenticator Registrar with a request to register their transfer or to exchange them for an equal principal amount of Class E Securities of other authorized denominations, the Class E Security Authenticator Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions are metmet (including, in the case of a transfer, that such Securities are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). In addition, the Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended. The Administrative Agent Trustee shall make a notation on each new Class E Security or Class E Securities of the amount of all payments of principal previously made on the old Class E Security or Class E Securities with respect to which such new Class E Security is issued and the date to which interest accrued on such old Class E Security or Class E Securities has been paid. (c) Prior to the due presentment for registration of transfer of a Security, the Issuer and the Trustee may deem and treat the applicable registered Holder as the absolute owner and Holder of such Security for the purpose of receiving payment of all amounts payable with respect to such Security and for all other purposes and shall not be affected by any notice to the contrary. (d) The Borrower Issuer shall not be required to exchange any surrendered Class E Securities as above provided during the 15 calendar day period preceding the due date of any payment on such Class E Securities. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities as above provided during the 15 calendar days preceding the Final Maturity DateDate of any such Securities or during the 15 calendar days preceding the first mailing of any notice of Redemption or Refinancing of Securities to be redeemed or refinanced. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities that have been selected, called or are being called for Repayment Redemption or Refinancing except, in the case of any Class E Securities where notice has been given that such Class E Securities are to be repaid redeemed in part, the portion thereof not so to be repaidredeemed. (de) A Class E Security may not be exchanged for another Class E Security other than as provided in this Section 2.06 2.07 and Section 2.07 2.08 hereof. (ef) The Borrower Issuer at any time may deliver Class E Securities to the Administrative Agent Trustee for cancellation. The Administrative Agent Trustee and no one else shall cancel and destroy in accordance with its customary practices in effect from time to time (subject to the record retention requirements of the Exchange Act) any such Class E Securities, together with any other Class E Securities surrendered to it for registration of transfer, exchange or payment.

Transfer and Exchange; Cancellation. (a) Any assignment or participation of The Trustee agrees with the Issuer that the Trustee shall keep a Loan register (herein referred to as the "Register") in which provisions shall be made only to for the registration of Securities and the registration of transfers of Securities and a Qualifying Lender and otherwise in accordance with Section 8.1 record of the Credit Agreementdates and payments made with respect to the Securities. The Register shall be kept at the Corporate Trust Office, and the Trustee is hereby appointed "Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. A Holder of any Class E Security may exchange transfer a Class E Security only by written application to the Class E Security Authenticator Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Intercreditor AgreementIndenture, including, without limitation, the provisions of this Section 2.062.07. No such transfer shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. (b) Upon surrender for registration or transfer of any Security at the Corporate Trust Office, the Issuer shall execute, upon the written request of such Holder, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same class and of a like aggregate principal amount. At the option of a Holder of a Class E SecurityHolder, its Class E Securities may be exchanged for other Class E Securities of the same class of any authorized denomination, of a like aggregate principal amount, upon surrender of the Class E Securities to be exchanged at the Corporate Trust Office. The aggregate amount of each Each new Class E A Security issued upon transfer or exchange shall be in a principal amount of at least $500,000 100,000 (and, in each case, if less, the then unpaid principal amount thereof) and dated the date or dates to which interest on the Class E Security surrendered shall have been paid or, if no such interest shall have been paid, the applicable date of issuance. Whenever any Class E Securities are so surrendered for exchange, the Borrower Issuer shall execute, and the Administrative Agent Trustee shall authenticate and deliver, the Class E Securities which the Holder making the exchange is entitled to receive. All Class E Securities issued upon any registration of transfer or exchange of Class E Securities shall be the valid obligations of the Borrower Issuer evidencing the same respective obligations, and entitled to the same Class E Security security and benefits under this Intercreditor AgreementIndenture, as the Class E Securities surrendered upon such registration of transfer or exchange. When Class E Securities are presented to the Class E Security Authenticator Registrar with a request to register their transfer or to exchange them for an equal principal amount of Class E Securities of other authorized denominations, the Class E Security Authenticator Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions are metmet (including, in the case of a transfer, that such Securities are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). In addition, the Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended. The Administrative Agent Trustee shall make a notation on each new Class E Security or Class E Securities of the amount of all payments of principal previously made on the old Class E Security or Class E Securities with respect to which such new Class E Security is issued and the date to which interest accrued on such old Class E Security or Class E Securities has been paid. (c) Prior to the due presentment for registration of transfer of a Security, the Issuer and the Trustee may deem and treat the applicable registered Holder as the absolute owner and Holder of such Security for the purpose of receiving payment of all amounts payable with respect to such Security and for all other purposes and shall not be affected by any notice to the contrary. (d) The Borrower Issuer shall not be required to exchange any surrendered Class E Securities as above provided during the 15 calendar day period preceding the due date of any payment on such Class E Securities. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities as above provided during the 15 calendar days preceding the Final Maturity DateDate of any such Securities or during the 15 calendar days preceding the first mailing of any notice of Redemption or Refinancing of Securities to be redeemed or refinanced. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities that have been selected, called or are being called for Repayment Redemption or Refinancing except, in the case of any Class E Securities where notice has been given that such Class E Securities are to be repaid redeemed in part, the portion thereof not so to be repaidredeemed. (de) A Class E Security may not be exchanged for another Class E Security other than as provided in this Section 2.06 2.07 and Section 2.07 2.08 hereof. (ef) The Borrower Issuer at any time may deliver Class E Securities to the Administrative Agent Trustee for cancellation. The Administrative Agent Trustee and no one else shall cancel and destroy in accordance with its customary practices in effect from time to time (subject to the record retention requirements of the Exchange Act) any such Class E Securities, together with any other Class E Securities surrendered to it for registration of transfer, exchange or payment.

Transfer and Exchange; Cancellation. (a) Any assignment or participation of The Trustee agrees with the Issuer that the Trustee shall keep a Loan register (herein referred to as the “Register”) in which provisions shall be made only to for the registration of Securities and the registration of transfers of Securities and a Qualifying Lender and otherwise in accordance with Section 8.1 record of the Credit Agreementdates and payments made with respect to the Securities. The Register shall be kept at the Corporate Trust Office, and the Trustee is hereby appointed “Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. A Holder of any Class E Security may exchange transfer a Class E Security only by written application to the Class E Security Authenticator Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Intercreditor AgreementIndenture, including, without limitation, the provisions of this Section 2.062.07. No such transfer shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. (b) Upon surrender for registration or transfer of any Security at the Corporate Trust Office, the Issuer shall execute, upon the written request of such Holder, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same class and of a like aggregate principal amount. At the option of a Holder of a Class E SecurityHolder, its Class E Securities may be exchanged for other Class E Securities of the same class of any authorized denomination, of a like aggregate principal amount, upon surrender of the Class E Securities to be exchanged at the Corporate Trust Office. The aggregate amount of each Each new Class E A Security issued upon transfer or exchange shall be in a principal amount of at least $500,000 100,000 (and, in each case, if less, the then unpaid principal amount thereof) and dated the date or dates to which interest on the Class E Security surrendered shall have been paid or, if no such interest shall have been paid, the applicable date of issuance. Whenever any Class E Securities are so surrendered for exchange, the Borrower Issuer shall execute, and the Administrative Agent Trustee shall authenticate and deliver, the Class E Securities which the Holder making the exchange is entitled to receive. All Class E Securities issued upon any registration of transfer or exchange of Class E Securities shall be the valid obligations of the Borrower Issuer evidencing the same respective obligations, and entitled to the same Class E Security security and benefits under this Intercreditor AgreementIndenture, as the Class E Securities surrendered upon such registration of transfer or exchange. When Class E Securities are presented to the Class E Security Authenticator Registrar with a request to register their transfer or to exchange them for an equal principal amount of Class E Securities of other authorized denominations, the Class E Security Authenticator Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions are metmet (including, in the case of a transfer, that such Securities are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). In addition, the Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended. The Administrative Agent Trustee shall make a notation on each new Class E Security or Class E Securities of the amount of all payments of principal previously made on the old Class E Security or Class E Securities with respect to which such new Class E Security is issued and the date to which interest accrued on such old Class E Security or Class E Securities has been paid. (c) Prior to the due presentment for registration of transfer of a Security, the Issuer and the Trustee may deem and treat the applicable registered Holder as the absolute owner and Holder of such Security for the purpose of receiving payment of all amounts payable with respect to such Security and for all other purposes and shall not be affected by any notice to the contrary. (d) The Borrower Issuer shall not be required to exchange any surrendered Class E Securities as above provided during the 15 calendar day period preceding the due date of any payment on such Class E Securities. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities as above provided during the 15 calendar days preceding the Final Maturity DateDate of any such Securities or during the 15 calendar days preceding the first mailing of any notice of Redemption or Refinancing of Securities to be redeemed or refinanced. The Borrower Issuer shall not be required to exchange or register the transfer of any Class E Securities that have been selected, called or are being called for Repayment Redemption or Refinancing except, in the case of any Class E Securities where notice has been given that such Class E Securities are to be repaid redeemed in part, the portion thereof not so to be repaidredeemed. (de) A Class E Security may not be exchanged for another Class E Security other than as provided in this Section 2.06 2.07 and Section 2.07 2.08 hereof. (ef) The Borrower Issuer at any time may deliver Class E Securities to the Administrative Agent Trustee for cancellation. The Administrative Agent Trustee and no one else shall cancel and destroy in accordance with its customary practices in effect from time to time (subject to the record retention requirements of the Exchange Act) any such Class E Securities, together with any other Class E Securities surrendered to it for registration of transfer, exchange or payment.