Common use of Transfer and Exchange of Notes Clause in Contracts

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered 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 Business 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 1. 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 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 $1,000,000, 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 $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b)applicable law, upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s its 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 Business 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 holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 holder may request and shall be substantially in the form of Exhibit 1-A, Exhibit 1-B, Exhibit 1-C or Exhibit 1.5, as the case may be. 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 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 $1,000,000, ; provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii18(3)), 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 registered Holder holder of such Note or such Holderholder’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 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 1Schedule 1(a), 1(b) or 1(c), as applicable. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), ) 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 registered Holder holder of such Note or such Holderholder’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 10 Business 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 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 holder may request and shall be substantially in the form of Exhibit 11(c) or Exhibit 1(d), as applicable. 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 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 $1,000,000250,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of either series, one Note may be in a denomination of less than $1,000,000250,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 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 holder may request and shall be substantially in the form of Exhibit 11(a), 1(b), or 1(c), as the case may be. 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 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 $1,000,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. 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 representations set forth in Section 6.1 and Section 6.26.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business Days thereafter, the Company shall execute and deliverdeliver within 10 Business Days, at the Company’s expense (except as provided below), one or more new Notes (as requested by the Holder holder thereof) of the same series or tranche 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 holder may request and shall be substantially in the form of Exhibit 1the Note specified for the Notes of such series and tranche, if any. 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 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 $1,000,000500,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000500,000. 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 representations set forth in Section Sections 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s his 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 Business Days thereafter, the Company shall execute and deliverdeliver within 10 Business Days, at the Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the Holder 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 holder may request and shall be substantially in the form of Note for such Series set forth in Exhibit 12.1(a), Exhibit 2.1(b), Exhibit 2.1(c) or Exhibit 2.1(d), as the case may be. 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 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 $1,000,000US$500,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000US$500,000. Any 105 transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations representation set forth in Section 6.1 and Section 6.26.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 holder thereof) in exchange therefor, therefor and 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 holder may request and shall be substantially in the form of Exhibit 1Schedule 1(a), Schedule 1(b) or Schedule 1(c), as applicable. 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 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 $1,000,0005,000,000, provided that that, if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,0005,000,000. 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 representations representation set forth in Section 6.1 and 6.2. If a transferee is relying on clauses (c), (d), (e) or (g) of Section 6.2, it shall provide the written disclosure required in such clauses to the Company at least six Business Days prior to the transfer of a Note and if the Company reasonably determines, based upon an opinion of counsel it furnishes to the transferor and the transferee not less than one Business Day prior to the proposed transfer, that the transfer could reasonably be prohibited under section 406 of ERISA, such transfer shall not be effectuated until such time, if any, as the transferee represents that it is relying on other clauses of Section 6.2 or the Company determines that the proposed transfer would not be prohibited by section 406 of ERISA. Section 13.3.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s his 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, and if executed by an attorney-in-fact, evidence of authority reasonably satisfactory to the Company), within ten twenty Business 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 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 holder may request and shall be substantially in the form of Exhibit 11.1(a) or 1.1(b), as appropriate. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section Sections 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 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 holder may request and shall be substantially in the form of Exhibit 1-A, Exhibit 1-B, or Exhibit 1-C as applicable. 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 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 $1,000,000250,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000250,000. 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 representations set forth in Section Sections 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), ) 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 registered Holder holder of such Note or such Holderholder’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 10 Business 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 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 holder may request and shall be substantially in the form of Exhibit 11(a) or Exhibit 1(b), as applicable. 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 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 $1,000,000250,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of either series, one Note may be in a denomination of less than $1,000,000250,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered 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 Business 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 1. 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 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 $1,000,000, 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 Annex A-41 (Amended and Restated Note Purchase Agreement) denomination of less than $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holderholder’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 Business Days thereafter, thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Note for such series set forth in Exhibit 1, 2, 3, 4 or 5, as the case may be. 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 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 $1,000,000 or €1,000,000, as applicable, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $1,000,000 or €1,000,000, as applicable. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 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 holder may request and shall be substantially in the form of Exhibit 11(a) or 1(b), as the case may be. 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 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 $1,000,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.6. South Jersey Industries, Inc. Note Purchase Agreement

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 1Schedule 1(a), Schedule 1(b) or Schedule 1(c). 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b)applicable law, upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s its 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 Business 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 holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 holder may request and shall be substantially in the form of Exhibit 1-B, Exhibit 1-C or Exhibit 1.5, as the case may be. 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 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 $1,000,000, 200,000; provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000200,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s his 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 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same Series and tranche (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 1the Note established for the applicable Series and tranche and shall have the Guarantee of the Guarantor endorsed thereon. 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 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 $1,000,000U.S.$100,000 (in the case of the Series 2003-1 Tranche A Notes, Series 2003-1 Tranche B Notes, Series 2003-1 Tranche C Notes, and the Series 0000-0 Xxxxxxx X Notes) or £100,000 (in the case of the Series 2003-1 Tranche D Notes), provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000U.S.$100,000 or £100,000, as applicable. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered 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 Business 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 1. 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 of a sum sufficient to cover any ANNEX A-41 (Amended and Restated Note Purchase Agreement) stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000, 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 $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered 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 Business 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 1. 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 Annex A-25 (Amended and Restated Note Purchase Agreement) payment 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 $1,000,000, 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 $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii18(3)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s holder's attorney duly authorized in writing and accompanied by the relevant name, address and other information (including, without limitation, a facsimile number and electronic mail address) for notices of each transferee of such Note or part thereof), within ten 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 1. 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 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 (a) to (1) any Affiliate or (2) any Competitor, provided that the limitation contained in this clause (a)(2) shall not apply (i) with the consent of the Company, which shall not be unreasonably withheld or delayed or (ii) during any period when an Event of Default specified in Section 11(a), Section 11(b), Section 11(f)(1), Section 11(f)(2) or Section 11(f)(3) (if the holder of the Debt referred to therein actually accelerates such Debt or requires the repurchase of such Debt and has not rescinded such action), Section 11(g) or Section 11(h) has occurred and is continuing or a violation of Section 10.1 through Section 10.4, inclusive has occurred and is continuing and (b) in denominations of less than $1,000,000, provided that the limitation contained in this clause (b) shall not apply to transfers from any holder of Notes to an Affiliate of such holder or to any Related Fund, provided further, that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holder’s xxxxxx'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 Business Days thereafter, the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the Holder holder thereof) in exchange therefor, of the same series and 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 holder may request and shall be substantially in the form of Exhibit 1-A, 1-B, 1-C or 1-D, as applicable. 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 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 $1,000,000250,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000250,000. 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 representations set forth in Section Sections 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), ) for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holderholder’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 Business Days thereafterafter the Company receives such surrendered Note, 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 holder thereof) of the same series 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 holder may request and shall be substantially in the form of Exhibit 1the Note established for such series. 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 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 $1,000,000, 500,000; provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000500,000. 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 representations set forth in Section 6.1 and Section 6.26.

Transfer and Exchange of Notes. (a) The registered Holder of any Note may, prior to maturity or prepayment thereof and in accordance with the terms hereof and in the Note, surrender such Note or Notes at the principal office of the Company for transfer or exchange; provided, however, that the registered Holder of any Note or Notes will not transfer any such Note without providing notice to the Company; and provided, further, that any such transfer shall to the reasonable satisfaction of the Company be in compliance with the restrictions on transfer set forth in the Securities Act and the Exchange Act. Subject to compliance with Section 13.2(b)the immediately preceding sentence, upon surrender of any Note within ten (10) Banking Days after notice to the Company at the address and from a registered Holder of its intention to the attention of the designated officer (all as specified in Section 18(iii)), for registration of make such transfer or exchange and without expense (and other than transfer taxes, if any) to such registered Holder, the Company will issue in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed exchange therefor another Note or Notes, in such denominations as requested by the registered Holder, for the same aggregate principal amount as the unpaid principal amount of the Note or Notes so surrendered and having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered. Each new Note will be made payable to such person or persons, or registered assigns, as the registered Holder of such surrendered Note or Notes may designate, and such transfer or exchange will be made in such a manner that no gain or loss of principal or interest will result therefrom. From and after the date of such transfer or exchange, (a) the new registered Holder of such Note or such Holder’s attorney duly authorized in writing Notes shall have the rights and accompanied by obligations of a Purchaser hereunder to the relevant name, address and other information for notices of each transferee extent of such Note transfer or part thereof)exchange and (b) the transferring or exchanging Holder shall, within ten Business 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 extent 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 1. 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 of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not or exchange, be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a Holder of released from its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2obligations under this Agreement.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s his 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 five Business Days thereafter, thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of set out in Exhibit 1-A, Exhibit 1-B, Exhibit 1-C, Exhibit 1-D or Exhibit 1-E, as applicable. Each such new Note shall be of the same series and 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations set forth in Section 6.1 and Section 6.26.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii18(3)), 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 registered Holder holder of such Note or such Holderholder’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 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 1Schedule 1(a) or Schedule 1(b), as applicable. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s his 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 Business 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 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 holder may request and shall be substantially in the form of (i) Exhibit 1-A, in the case of a Series A Note, (ii) Exhibit 1-B, in the case of a Series B Note, and (iii) Exhibit 1-C, in the case of a Shelf Note. 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 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 $1,000,0002,000,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,0002,000,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered 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 Business Days ANNEX A-40 (Amended and Restated Note Purchase Agreement) 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 1. 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 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 $1,000,000, 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 $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit Schedule 1-A or Schedule 1-B, as the case may be. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to of any Series at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s its 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 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes of such Series (and of the same tranche if such Series has separate tranches) (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 11 to the Supplement with respect to such Series of Notes (and tranche, if applicable). 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii19(a)(3)), 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 registered Holder holder of such Note or such Holderholder’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 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 1Schedule 1(d), 1(e), or 1(f), as applicable. 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 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 (a) to any Competitor, provided that the limitation contained in this clause (a) shall not apply during any period when an Event of Default has occurred and is continuing, and (b) in denominations of less than $1,000,000€100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $1,000,000€100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the ‑36‑ UGI Utilities, Inc. Note Purchase Agreement surrendered Note. Each such new Note shall be payable to such Person as such Holder holder may request and shall be substantially in the form of Exhibit Schedule 1. 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 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 $1,000,0005,000,000, provided that that, if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,0005,000,000. 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 representations representation set forth in Section 6.1 and 6.2. If a transferee is relying on clauses (c), (d), (e) or (g) of Section 6.2, it shall provide the written disclosure required in such clauses to the Company at least six Business Days prior to the transfer of a Note and if the Company reasonably determines, based upon an opinion of counsel it furnishes to the transferor and the transferee not less than one Business Day prior to the proposed transfer, that the transfer could reasonably be prohibited under section 406 of ERISA, such transfer shall not be effectuated until such time, if any, as the transferee represents that it is relying on other clauses of Section 6.2 or the Company determines that the proposed transfer would not be prohibited by section 406 of ERISA.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), subject to compliance with applicable securities laws, 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 registered Holder holder of such Note or such Holderholder’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 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit Schedule 1. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b)applicable law, upon surrender of any Note to at the principal executive office of the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder holder of such Note or such Holder’s its 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 Business 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 holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 holder may request and shall be substantially in the form of Exhibit 1-B, Exhibit 1-C or Exhibit 1.5, as the case may be. 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 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 $1,000,000, ; provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii18(3)), 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 registered Holder holder of such Note or such Holderholder’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 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit 1Schedule 1(a) or 1(b), as applicable. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), subject to compliance with applicable securities laws, 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 registered Holder holder of such Note or such Holderholder’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 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 holder may request and shall be substantially in the form of Exhibit Schedule 1. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’s attorney duly authorized in writing and accompanied by the relevant nameaddress for notices, address payment instruction in the form set out in Schedule 13.2 hereto and other information for notices an IRS Form W-9 of each transferee of such Note or part thereof), within ten (10) Business 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 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 holder may request and shall be substantially in the form of Exhibit Schedule 1. 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 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 $1,000,000, 100,000; provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations set forth in Section 6.1 and 6.2. Notwithstanding the foregoing provisions of this Section 6.213.2, the Company shall have the right to prevent any transfer otherwise permitted by this Section 13.2 if it reasonably determines that the transfer would result in a prohibited transaction under ERISA or Section 4975 of the Code for which no exemption is available.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company Issuer at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business Days thereafter, the Company Issuer shall execute and deliver, at the CompanyIssuer’s expense (except as provided below), one or more new Notes of the same series (as requested by the Holder 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 Retail Properties of America, Inc. Note Purchase Agreement holder may request and shall be substantially in the form of Exhibit Schedule 1. 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 Issuer may require payment 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered 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 Business 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 1. 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 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 $1,000,000, 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 $1,000,000. 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 representations set forth in Section 6.1 and Section 6.2.. ANNEX A-39 (Amended and Restated Note Purchase Agreement)

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 holder thereof) of the same series 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 holder may request and shall be substantially in the form of Exhibit 11.1(a), (b) or (c) as appropriate. 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 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 $1,000,000100,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000100,000. 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 representations representation set forth in Section 6.1 and Section 6.2.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 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 holder may request and shall be substantially in the form of Exhibit 1the Note originally issued hereunder. 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 Northern Utilities, Inc. Note Purchase Agreement surrendered Note if no interest shall have been paid thereon. The Company may require payment 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 $1,000,000500,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000500,000. 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 representations representation set forth in Section 6.1 6.2 and Section 6.2shall be bound by the terms of this Agreement.

Transfer and Exchange of Notes. (a) Subject to compliance with Section 13.2(b), upon Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), 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 registered Holder holder of such Note or such Holderholder’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 Business 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 holder thereof) in exchange therefor, of the same series and 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 holder may request and shall be substantially in the form of Exhibit 1-A or 1-B, as applicable. -28- Madison Gas and Electric Company 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 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 $1,000,000250,000, provided that if necessary to enable the registration of transfer by a Holder holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000250,000. 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 representations set forth in Section Sections 6.1 and Section 6.2.