Common use of Transfer and Exchange of Securities Clause in Contracts

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder to the Security Registrar with a request: (x) to register the transfer of the Definitive Securities; or (y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive Security that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder to the Security Registrar with a request: (x) to register the transfer of the Definitive Securities; or (y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive Security that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section SECTION 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section SECTION 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section SECTION 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder to the Security Registrar with a request: (x) to register the transfer of the Definitive Securities; or (y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive Security that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act144A) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Act.of

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder This Security may be freely transferred, and the rights and obligations hereunder freely assigned, subject to any restrictions on transfers set forth in the Transaction Agreements or under applicable Law. Upon surrender of any Security to the Security Registrar with a request: (x) Company at the address and to register the transfer attention of the Definitive Securities; or designated officer (yeach as specified in Section 9(f) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register registration of transfer or exchange: exchange (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Security that is a Transfer Restricted Security, such request shall be and accompanied by the following additional relevant name, address and other information for notices of each transferee of such Security or part thereof and documents, the receipt of any legal opinion required by the legend set forth on the Security; provided that the Company shall not Discriminate against Televisa or Televisa Investors with respect to requesting such opinion or the form or substance thereof as applicable: (A) if such Transfer Restricted Security is being delivered compared to the opinions the Company requests or declines to request from other stockholders under the other Transaction Agreements in connection with Transfer of Shares by such stockholders), within three Business Days thereafter, the Company shall execute and deliver, at the Company’s expense, one or more new Securities (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Security. Each such new Security Registrar by a Holder for registration in the name of shall be payable to such Holder, without transfer, a certification to that effect from Person as such Holder (may request and shall be substantially in substantially the form of this Security. Each such new Security shall be dated and bear interest from the "Certificate date to be Delivered Upon Exchange which interest shall have been paid on the surrendered Security or Registration dated the date of Transfer of Securities" the surrendered Security if no interest shall have been paid thereon. The restrictions referred to in the legends set forth on the Security shall cease and terminate when such restriction are no longer required in Section 203); or order to assure compliance with (Bx) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially or the form of the "Certificate to be Delivered Upon Exchange state securities or Registration of Transfer of Securities" set forth in Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the “blue sky” laws, including upon registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with shares into which the Securities Actare convertible, or (y) the Transaction Agreements referenced therein, as applicable. At any time following such termination, the Holder shall be entitled to receive from the Company, without expense, new certificates representing the Securities not bearing the legend.

Transfer and Exchange of Securities. When Definitive (a) Title to Bearer Securities are presented and coupons shall pass by a Holder delivery. As provided in the Indenture and subject to the Security Registrar with a request: (x) to register certain limitations therein set forth, the transfer of the Definitive Securities; or (y) to exchange such Definitive Registered Securities for an equal principal amount of Definitive Securities of other authorized denominations, is registrable on the Security Registrar shall register the transfer or make the exchange as requested if its requirements Register upon surrender of a Registered Security for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register registration of transfer at the office or exchange: (i) shall be agency of the Trustee in the City of New York, or, subject to applicable laws and regulations, at the office of the paying agency in Luxembourg, duly endorsed by, or accompanied by a written instruction instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by such Holder by, the holder thereof or by his attorney, attorney duly authorized in writing, and thereupon one or more new Registered Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. (b) As provided in the Indenture and subject to certain limitations therein set forth, Bearer Securities (with all unmatured Coupons appertaining thereto) are exchangeable at, subject to applicable laws and regulations, the offices of the paying agencies in London and Luxembourg or as designated by the Company for such purpose pursuant to the Indenture, for an equal aggregate principal amount of Registered Securities and/or Bearer Securities of authorized denominations, and Registered Securities are exchangeable at the principal corporate trust office of the Trustee in the City of New York or, subject to applicable laws and regulations, the offices of the paying agencies in London and Luxembourg or as designated by the Company for such purpose pursuant to the Indenture, for an equal aggregate principal amount of Registered Securities of authorized denominations as requested by the Holder surrendering the same. Registered Securities will not be exchangeable for Bearer Securities. The Company shall not be required (a) to exchange Bearer Securities for Registered Securities during the period between the close of business on any Interest Record Date and the opening of business on the next succeeding Interest Payment Date, (b) to exchange any Bearer Security (or portion thereof) for a Registered Security if the Company shall determine and inform the Trustee in writing that, as a result thereof, the Company may incur adverse consequences under the Federal income tax laws and regulations (including proposed regulations) of the United States in effect or proposed at the time of such exchange, or (c) in the event of a redemption in part, (i) to register the transfer of Registered Securities or to exchange Bearer Securities for Registered Securities during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities called for such redemption; (ii) to register the transfer of or exchange any such Registered Securities, or portion thereof, called for redemption; or (iii) to exchange any such Bearer Securities called for redemption; provided, however, that a Bearer Security called for redemption -------- ------- may be exchanged for a Registered Security which is simultaneously surrendered, with written instruction for payment on the Redemption Date, unless the Redemption Date is during the period between the close of business on any Interest Record Date and the close of business on the next succeeding Interest Payment Date, in which case such exchange may only be made prior to the close of business on the Interest Record Date immediately preceding the Redemption Date. The Company also shall not be required to exchange Securities if, as a result thereof, the Company would incur adverse consequences under United States Federal income tax laws in effect at the time of such exchange. In the event of redemption or conversion of a Registered Security in part only, a new Registered Security or Securities for the unredeemed or unconverted portion hereof will be issued in the name of the holder thereof. (c) The costs and expenses of effecting any exchange or registration of transfer pursuant to the foregoing provisions, except for the expenses of delivery (if any) by other than regular mail and except, if the Company shall so require, the payment of a sum sufficient to cover any tax or other governmental charge or insurance charges that may be imposed in relation thereto, will be borne by the Company. (d) that, until all of the Securities have been delivered to the Trustee for cancellation, or monies sufficient to pay the Securities have been made available for payment and either paid or returned to the Company as provided in the Securities and the Indenture, the Company will maintain a paying agent and a conversion agent (i) in the City of New York in the United States for the payment of the principal and interest on Registered Securities and for the surrender of Securities for conversion or redemption and (ii) in a European city that, so long as the case of a Definitive Security that is a Transfer Restricted SecuritySecurities are listed on the Luxembourg Stock Exchange and such exchange shall so require, such request shall be accompanied by Luxembourg, for the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form payment of the "Certificate to be Delivered Upon Exchange principal and interest on Securities and for the surrender of Securities for conversion or Registration of Transfer of Securities" set forth in Section 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Actredemption.

Transfer and Exchange of Securities. When Definitive (a) Title to Bearer Securities are presented and coupons shall pass by a Holder delivery. As provided in the Indenture and subject to the Security Registrar with a request: (x) to register certain limitations therein set forth, the transfer of the Definitive Securities; or (y) to exchange such Definitive Registered Securities for an equal principal amount of Definitive Securities of other authorized denominations, is registrable on the Security Registrar shall register the transfer or make the exchange as requested if its requirements Register upon surrender of a Registered Security for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register registration of transfer at the office or exchange: (i) shall be agency of the Trustee in the City of New York, or, subject to applicable laws and regulations, at the office of the paying agency in Luxembourg, duly endorsed by, or accompanied by a written instruction instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by such Holder by, the holder thereof or by his attorney, attorney duly authorized in writing, and thereupon one or more new Registered Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. (b) As provided in the Indenture and subject to certain limitations therein set forth, Bearer Securities (with all unmatured Coupons appertaining thereto) are exchangeable at, subject to applicable laws and regulations, the offices of the paying agencies in London and Luxembourg or as designated by the Company for such purpose pursuant to the Indenture, for an equal aggregate principal amount of Registered Securities and/or Bearer Securities of authorized denominations, and Registered Securities are exchangeable at the principal corporate trust office of the Trustee in the City of New York or, subject to applicable laws and regulations, the offices of the paying agencies in London and Luxembourg or as designated by the Company for such purpose pursuant to the Indenture, for an equal aggregate principal amount of Registered Securities of authorized denominations as requested by the Holder surrendering the same. Registered Securities will not be exchangeable for Bearer Securities. The Company shall not be required (a) to exchange Bearer Securities for Registered Securities during the period between the close of business on any Interest Record Date and the opening of business on the next succeeding Interest Payment Date, (b) to exchange any Bearer Security (or portion thereof) for a Registered Security if the Company shall determine and inform the Trustee in writing that, as a result thereof, the Company may incur adverse consequences under the Federal income tax laws and regulations (including proposed regulations) of the United States in effect or proposed at the time of such exchange, or (c) in the event of a redemption in part, (i) to register the transfer of Registered Securities or to exchange Bearer Securities for Registered Securities during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities called for such redemption; (ii) to register the transfer of or exchange any such Registered Securities, or portion thereof, called for redemption; or (iii) to exchange any such Bearer Securities called for redemption; provided, however, that a Bearer Security called for redemption may be exchanged for a Registered Security which is simultaneously surrendered, with written instruction for payment on the Redemption Date, unless the Redemption Date is during the period between the close of business on any Interest Record Date and the close of business on the next succeeding Interest Payment Date, in which case such exchange may only be made prior to the close of business on the Interest Record Date immediately preceding the Redemption Date. The Company also shall not be required to exchange Securities if, as a result thereof, the Company would incur adverse consequences under United States Federal income tax laws in effect at the time of such exchange. In the event of redemption or conversion of a Registered Security in part only, a new Registered Security or Securities for the unredeemed or unconverted portion hereof will be issued in the name of the holder thereof. (c) The costs and expenses of effecting any exchange or registration of transfer pursuant to the foregoing provisions, except for the expenses of delivery (if any) by other than regular mail and except, if the Company shall so require, the payment of a sum sufficient to cover any tax or other governmental charge or insurance charges that may be imposed in relation thereto, will be borne by the Company. (d) The Company has initially appointed the Trustee as registrar, transfer agent, paying agent and conversion agent acting through the Trustee's principal corporate trust office in the City of New York and its agents in London. The Company has also initially appointed Banque Internationale Luxembourg S.A. as a transfer agent, paying agent and conversion agent. The Company may at any time terminate the appointment of the registrar and such agents and appoint additional or other registrars and agents or approve any change in an office through which the registrar or any agent acts; provided that, until all of the Securities have been delivered to the Trustee for cancellation, or monies sufficient to pay the Securities have been made available for payment and either paid or returned to the Company as provided in the Securities and the Indenture, the Company will maintain a paying agent and a conversion agent (i) in the City of New York in the United States for the payment of the principal and interest on Registered Securities and for the surrender of Securities for conversion or redemption and (ii) in a European city that, so long as the case of a Definitive Security that is a Transfer Restricted SecuritySecurities are listed on the Luxembourg Stock Exchange and such exchange shall so require, such request shall be accompanied by Luxembourg, for the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form payment of the "Certificate to be Delivered Upon Exchange principal and interest on Securities and for the surrender of Securities for conversion or Registration of Transfer of Securities" set forth in Section 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Actredemption.

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder This Security may be freely transferred, and the rights and obligations hereunder freely assigned, subject to any restrictions on transfers set forth in the Transaction Agreements or under applicable Law. Upon surrender of any Security to the Security Registrar with a request: (x) Company at the address and to register the transfer attention of the Definitive Securities; or designated officer (yeach as specified in Section 9(f)) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register registration of transfer or exchange: exchange (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Security that is a Transfer Restricted Security, such request shall be and accompanied by the following additional relevant name, address and other information for notices of each transferee of such Security or part thereof and documents, the receipt of any legal opinion required by the legend set forth on the Security; provided that the Company shall not Discriminate against Televisa or Televisa Investors with respect to requesting such opinion or the form or substance thereof as applicable: (A) if such Transfer Restricted Security is being delivered compared to the opinions the Company requests or declines to request from other stockholders under the other Transaction Agreements in connection with Transfer of Shares by such stockholders), within three Business Days thereafter, the Company shall execute and deliver, at the Company’s expense, one or more new Securities (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Security. Each such new Security Registrar by a Holder for registration in the name of shall be payable to such Holder, without transfer, a certification to that effect from Person as such Holder (may request and shall be substantially in substantially the form of this Security. Each such new Security shall be dated and bear interest from the "Certificate date to be Delivered Upon Exchange which interest shall have been paid on the surrendered Security or Registration dated the date of Transfer of Securities" the surrendered Security if no interest shall have been paid thereon. The restrictions referred to in the legends set forth on the Security shall cease and terminate when such restriction are no longer required in Section 203); or order to assure compliance with (Bx) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially or the form of the "Certificate to be Delivered Upon Exchange state securities or Registration of Transfer of Securities" set forth in Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the “blue sky” laws, including upon registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with shares into which the Securities Actare convertible, or (y) the Transaction Agreements referenced therein, as applicable. At any time following such termination, the Holder shall be entitled to receive from the Company, without expense, new certificates representing the Securities not bearing the legend.

Transfer and Exchange of Securities. When Definitive Securities are presented (a) A Security may be transferred by a the Holder thereof only upon presentation and surrender of such Security at the office of the Security Registrar duly endorsed or accompanied by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Security Registrar with a request: (x) to register Registrar. Upon the transfer of any Security in accordance with the Definitive Securities; preceding sentence, the Trustee shall execute, and the Trustee or (y) any Authenticating Agent shall authenticate and deliver to exchange such Definitive Securities for an equal principal amount of Definitive the transferee, one or more new Securities of other the same Class and evidencing, in the aggregate, the same aggregate Security Principal Balance or Percentage Interest, as applicable, as the Security being transferred. No service charge shall be made to a Securityholder for any registration of transfer of Securities, but the Security Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer of Securities. 126031 Bayview 2005-1 Trust Agreement (b) A Security may be exchanged by the Holder thereof for any number of new Securities of the same Class, in authorized denominations, representing in the aggregate the same Security Principal Balance or Percentage Interest, as applicable, as the Security surrendered, upon surrender of the Security to be exchanged at the office of the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction instrument of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized attorney in writing; and (ii) in the case of a Definitive Security that such form as is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered satisfactory to the Security Registrar by Registrar. Securities delivered upon any such exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Securities surrendered. No service charge shall be made to a Holder Securityholder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer any exchange of Securities" set forth in Section 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to but the Security Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Securities. Whenever any Securities are so surrendered for exchange, the effect that such transfer is in compliance with Trustee shall execute, and the Trustee or the Authenticating Agent shall authenticate, date and deliver the Securities Actwhich the Securityholder making the exchange is entitled to receive.