Exchange and Registration of Transfer of Notes; Restrictions on Transfer Clause Samples

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.07, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or exchange pursuant to Article XI shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge required by law or permitted by this Indenture that may be imposed in connection with any registration of transfer or exchange of Notes in the event a Holder requests any shares to be issued in a name other than such Holder’s name. Neither ...

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 24 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 25 SATISFACTION AND DISCHARGE Section 3.01. Satisfaction and Discharge 25 PARTICULAR COVENANTS OF THE COMPANY Section 4.01. Payment of Principal and Interest 25 Section 4.02. Maintenance of Office or Agency 26 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 26 Section 4.04. Provisions as to Paying Agent 26 Section 4.05. Existence 28

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) As provided herein, interests in a Global Note will be exchanged, upon 45 days’ notice by a holder of an interest in such Global Note for Definitive Notes. Each Global Note shall be deposited with the Common Depositary, which shall hold such Global Note in safe custody for the account of Euroclear and/or Clearstream and instruct Euroclear or Clearstream or both of them, as the case may be, to credit the principal amounts of the Notes represented by such Global Note to the holder’s distribution account with Euroclear or Clearstream. Each relevant Global Note shall be exchangeable in whole for an interest, equal to the principal amount of such Global Note being exchanged, for Definitive Notes in the same principal amount, upon request of Euroclear or Clearstream to the Registrar, but only upon delivery by Euroclear or Clearstream, acting on behalf of the beneficial owners of such interests, to the Registrar at its principal office in the City of New York, of certificates substantially in the form of Exhibit C hereto. The delivery to the Registrar of any certificate in the form referred to above may be relied upon by the Company, the Trustee and the Registrar as conclusive evidence that related certificates have been delivered to Euroclear or Clearstream as contemplated by the terms of this Section. (b) In accordance with the terms of a Global Note and this Indenture, the Registrar shall deliver at the cost of the Company, upon not less than 45 days’ notice to the Registrar by Euroclear or Clearstream, the relevant Definitive Notes in exchange for interests in such Global Note. For this purpose, the Registrar is authorized and it shall (A) authenticate each such Definitive Note and (B) deliver each such Definitive Note to or to the order of Euroclear or Clearstream, in exchange for interests in such Global Note. The Registrar shall promptly notify the Company upon receipt of a request for issue of Definitive Notes the aggregate principal amount of the relevant Global Note to be exchanged in connection therewith. The Company undertakes to deliver to, or to the order of, the Registrar sufficient numbers of duly executed Definitive Notes to enable the Registrar to comply with its obligations under this Section 2.05(b). Such exchange shall be made free of charge to the holder and the beneficial owners of the relevant Global Note and to the holders of the Definitive Notes issued in exchange as provided above, except that a Person receiving Definitive Notes mus...

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary 21 Section 2.07 . Mutilated, Destroyed, Lost or Stolen Notes 27 Section 2.08 . Temporary Notes 28 Section 2.09 . Cancellation of Notes Paid, Etc. 28 Section 2.10 . CUSIP Numbers 28 Section 2.11 . Additional Notes; Repurchases 29 Section 3.01 . Satisfaction and Discharge 29 Section 4.01 . Payment of Principal and Interest 30 Section 4.02 . Maintenance of Office or Agency 30 Section 4.03 . Appointments to Fill Vacancies in Trustee's Office 31 Section 4.04 . Provisions as to Paying Agent 31 Section 4.05 . Existence 32 Section 4.06 . Rule 144A Information Requirement and Annual Reports 32 Section 4.07 . Stay, Extension, and Usury Laws 35 Section 4.08 . Compliance Certificate; Statements as to Defaults 35 Section 4.09 . Further Instruments and Acts 35

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary 18 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 24 Section 2.07. Temporary Notes 25 Section 2.08. Cancellation of Notes Paid, Converted, Etc 25 Section 2.09. CUSIP Numbers 25 Section 2.10. Additional Notes; Repurchases 26 ARTICLE 3SATISFACTION AND DISCHARGE Section 3.01. Satisfaction and Discharge 26 ARTICLE 4PARTICULAR COVENANTS OF THE COMPANY Section 4.01. Payment of Principal and Interest 27 Section 4.02. Maintenance of Office or Agency 27 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 28 Section 4.04. Provisions as to Paying Agent 28 Section 4.05 Existence 29 Section 4.06 Rule 144A Information Requirement and Annual Reports 29 Section 4.07. Stay, Extension and Usury Laws 32 Section 4.08. Compliance Certificate; Statements as to Defaults 32 Section 4.09. Further Instruments and Acts 32 ARTICLE 5LIST OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 5.01. List of Holders 32 Section 5.02. Preservation and Disclosure of Lists 32 ARTICLE 6DEFAULTS AND REMEDIES Section 6.01. Events of Default 33 Section 6.02. Acceleration; ▇▇▇▇▇▇▇▇▇ and Annulment 34 Section 6.03. Additional Interest 35

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. Depositary) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Company is appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note to the Note Registrar or any co- Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such “PIK” designations or restrictive legends as may be required by this Agreement. (b) [Intentionally omitted] (c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company; and the Holder of each such Restricted Security, by such ▇▇▇▇▇▇’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes, (2) the expiration of any applicable holding period with respect to the Notes pursuant to Rule 144 or any successor provision thereto, and (3) the date on which the Notes constitute “Covered Securities” under clause (1), (2) or (3) of the definition of “Covered Securities” under Section 18 of the Securities Act, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conve...

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Issuer shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. The Company shall cause to be kept at its executive offices a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be