Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note to another Person, such Holder may transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Note properly endorsed for assignment to the transferee and (B) a certificate in the form of Exhibit C-8 attached hereto given by the proposed transferee, then the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered by the transferor), and in Authorized Denominations. If a Holder of one or more Certificated Notes wishes at any time to exchange such Certificated Notes for one or more Certificated Notes of different outstanding principal amounts, such Holder may exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder’s Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate outstanding principal amounts being equal to the outstanding principal amount of the Certificated Notes surrendered for exchange), then the Purchase Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes endorsed for exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in different outstanding principal amounts designated by such Holder and in Authorized Denominations.
Certificated Note to Certificated Note. If a certificated Note is transferred or exchanged for another certificated Note, the Trustee will (x) cancel the certificated Note being exchanged or transferred and (y) deliver one or more new certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.
Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to exchange its interest for one or more Certificated Notes or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of a Certificated Note, such holder may upon receipt by the Registrar of (A) a Holder’s Certificated Note properly endorsed for cancelation by such Holder or assignment to the transferee and (B) certificates substantially in the form of Exhibit B‑2, in the case of Secured Notes, or Exhibit B‑4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 attached hereto executed by the Holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser and a Qualified Institutional Buyer (or, with the written consent of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction, the Registrar shall cancel such Certificated Note in accordance with Section 2.9 (Cancellation), record the exchange and/or transfer in the Register in accordance with Section 2.5(a) (Registration, Registration of Transfer and Exchange) and upon execution by the Issuer and authentication and delivery by the Collateral Trustee, one or more corresponding Certificated Notes, registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder and/or transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Certificated Note exchanged and/or transferred by the transferor), and in Authorized Denominations.
Certificated Note to Certificated Note. A Certificated Note may be transferred, in whole or in part, to a Person who takes delivery in the form of another Certificated Note as provided in Section 305(a), PROVIDED that, if the Note to be transferred in whole or in part is a Restricted Note then the Trustee or the Paying Agent shall have received (A) a Restricted Notes Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Restricted Note.
Certificated Note to Certificated Note. A Certificated Note may be transferred, in whole or in part, to a Person who takes delivery in the form of another Certificated Note as provided in Section 305(a), provided that, if the Note to be transferred in whole or in part is a Rule 144A Note, or is a Regulation S Note and the transfer is to occur during the Distribution Compliance Period, then the Trustee or the Paying Agent shall have received (A) a Restricted Notes Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Rule 144A Note, or (B) a Regulation S Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Regulation S Note (subject in each case to Section 305(c)).
Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Principal Paying Agent will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes executed by the Issuer and authenticated by the Trustee (upon receipt of an Issuer Order), in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes executed by the Issuer and authenticated by the Trustee (upon receipt of an Issuer Order), in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof. At any time prior to cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on the Schedule of Exchanges of Interests with respect to such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on the Schedule of Exchanges of Interests with respect to such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.
Certificated Note to Certificated Note. If a Certificated Note of any particular series is transferred or exchanged for another Certificated Note of the same series, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes of such series in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes of such series in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Certificated Note to Certificated Note. If a Holder of a Certificated Note (a “Certificated Holder Transferor”) wishes at any time to transfer all or any portion of a Certificated Note to a person who wishes to take delivery thereof in the form of a Certificated Note (a “Certificated Holder Transferee”), such transfer may be effected only in accordance with this Section 2.07(b). Upon receipt by the Registrar of (1) the Certificated Note to be transferred duly endorsed, or accompanied by a written instrument of transfer substantially in the form attached to the form of Notes in Exhibit A duly executed, by the Certificated Holder Transferor or his attorney duly authorized in writing providing for the transfer to the Certificated Holder Transferee, and (2) a certificate in substantially the form set forth in Exhibit B given by the Certificated Holder Transferor, the Registrar, upon notice from the Company that it has received any other additional documentation and evidence in a form satisfactory to the Company (including but not limited to an opinion of counsel) as the Company may, in its absolute discretion, require to evidence that the transfer is being made in compliance with an applicable exemption from registration, shall cancel the Certificated Note, and the Company shall execute, and the Registrar shall authenticate and deliver, a new Certificated Note for the principal amount of the Certificated Note so transferred, registered in the name of the Certificated Holder Transferee. If any Certificated Note is so transferred in part but not in whole, then the Company shall execute, and the Registrar shall authenticate and deliver, a new Certificated Note for the principal amount of the Certificated Note not so transferred, registered in the name of the Certificated Holder Transferor.
