Common use of Method of Exchange Clause in Contracts

Method of Exchange. In order to exercise the right of exchange, the Holder shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied in each case by written notice to the Company and the Exchange Agent that the Holder elects to exchange such Debenture, or, if less than the entire principal amount of such Debenture is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be issuable on such exchange shall be issued. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Agent) by proper assignments thereof to the Company. If the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as promptly as practicable after the proper surrender of such Debenture for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall or shall cause the Exchange Agent to deliver to such Holder, or on his written order a certificate or certificates for the number of whole shares of Chevron Common Stock and/or any other Exchange Property deliverable upon exchange of such Debenture (or specified portion thereof). In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided by the following paragraph. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture as a Debenture holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the Company, be deemed to have become the Holder or Holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article Two, to obtain any certificate representing securities to be delivered, to complete any reapportionment of the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable law. If, between the date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected and none of the Company, the Trustee and the Exchange Agent shall be otherwise liable with respect to the modification of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article Two, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures surrendered for exchange or on account of any dividends on the Chevron Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Debenture or Debentures of authorized denominations in principal amount equal to the unexchanged portion of such Debenture.

Method of Exchange. In Subject to the requirement of prior notice set forth in the reverse of the form of Security set forth in Section 202, in order to exercise the right of exchange, the Holder of any Security to be exchanged shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) Security for exchange by delivering such Debenture toSecurity, duly endorsed or assigned to the Company or in blank, to the Company at the Corporate Trust Office of the Escrow Agent, or mailing at such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the other office or agency of the CompanyCompany as may be designated by it for such purpose, maintained for that purpose pursuant to Section 1002 of or at such other offices or agencies as the Indenture, Company may designate. Securities surrendered shall be accompanied in each case by written notice notice, substantially in the form set forth in Section 204 (with an appropriate box filled in or accompanied by an opinion of counsel with substantial experience in practice under the 1933 Act and otherwise reasonably acceptable to the Company and Company, that the Exchange Agent Holder's exercise of its right to exchange is in compliance with the 1933 Act), that the Holder elects to exchange such Debenture, Security or, if less than the entire principal amount of such Debenture a Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be issuable on such exchange shall be issuedin an authorized denomination. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Agent) by proper assignments thereof to the Company. If the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as As promptly as practicable after the proper surrender of such Debenture Security for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof1202) and in accordance with the procedures set forth in the Exchange Escrow and Pledge Agreement (as defined in Section 219 hereof), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole shares of Chevron Granges Common Stock and/or and any other Exchange Property deliverable upon exchange of such Debenture Security (or specified portion thereof), and a check payable to such Holder for any interest accrued on the principal amount exchanged to the date upon which such Security shall have been properly surrendered. In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided by the following paragraph1203. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture Security shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture Security as a Debenture holder Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Granges Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the CompanyEscrow Agent, be deemed to have become the Holder holder or Holders holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article TwoTwelve, to obtain any certificate representing securities to be delivered, delivered or to complete any reapportionment of the shares of Chevron Granges Common Stock or and any other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable lawTwelve. If, between the date an of exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof 1204 applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected of exchange, and none of the Company, the Trustee and the Exchange Escrow Agent shall not be otherwise liable with respect to the modification modification, from the date of exchange to the date of such delivery, of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article TwoIndenture, no payment or adjustment shall be made upon any exchange on account of any interest accrued after the date on which the Debentures Securities are properly surrendered for exchange or on account of any dividends on the Chevron Granges Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Debenture new Security or Debentures Securities of authorized denominations in principal amount equal to the unexchanged portion of such DebentureSecurity. If shares of Granges Common Stock to be issued upon exchange of a Restricted Security, or Securities to be issued upon exchange of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Escrow Agent a certificate in substantially the form set forth in Section 311, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor the Escrow Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder shares of Granges Common Stock or Securities issued upon exchange of any such Restricted Security not so accompanied by a properly completed certificate.

Method of Exchange. In order to exercise the right of exchange, the Holder of any Security to be exchanged shall surrender such Debenture Security to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 2.03, which shall initially be the corporate trust office of the IndentureEscrow Agent, accompanied in each case by written notice to the Company and the Exchange Escrow Agent that the Holder elects to exchange such Debenture, Security or, if less than the entire principal amount of such Debenture a Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Vencor Common Stock or(or such other securities, property or cash as shall be added to the extent applicable, other Exchange Property Vencor Common Shares or as such shares of Vencor Common Stock shall have been changed into as provided in this Article 10) which shall be issuable on such exchange shall be issued. Debentures Securities surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Escrow Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If the Company does not elect to deliver cash in lieu of Chevron shares of Vencor Common Stock or other Exchange Property pursuant to Section 216 10.13 hereof, as promptly as practicable after the receipt of such notice and the proper surrender of such Debenture for exchange Security as aforesaid (subject however subject, however, to the following paragraph of this Section 202 10.02 and to Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof10.13), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole full shares of Chevron Vencor Common Stock and/or any (or such other Exchange Property securities or property as shall be added to the Vencor Common Shares or as such shares of Vencor Common Stock shall have been changed into as provided in this Article 10) deliverable upon the exchange of any such Debenture Security (or specified portion thereof). In addition, the property and securities (other than cash), if any, apportioned thereto, a check for any cash apportioned thereto and provision shall be made for any fraction fractional interests in shares of a share Vencor Common Stock or other securities or property as provided in Section 203 hereof and any payment of interest as provided by the following paragraph10.03. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture notice shall have been received by the Company and the Escrow Agent and such Security shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture Security as a Debenture holder Holder shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Chevron Vencor Common Stock (or such other Exchange Property securities or property as shall be added to the Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 10) shall be deliverable upon such exchange shall, as between such Person person or Persons persons and the CompanyCompany and any Permitted Transferee (as defined below), be deemed to have become the Holder holder or Holders holders of record of the shares or other property securities represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates certificates, of property and securities, if any, apportioned thereto and of any check for any cash or other Exchange Property apportioned thereto and for cash in lieu of fractional interests as aforesaid may be delayed for a reasonable period of time at the request of the Company (which shall be made by an Officer's Certificate) in order to effectuate the calculations calculation of the adjustments to the number of the shares of Vencor Common Stock (or such other securities or property as shall be added to the Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 10) and cash apportioned thereto pursuant to this Article Two10, to obtain any certificate representing securities to be delivered, delivered or to complete any reapportionment of the shares of Chevron Vencor Common Stock or Stock, cash and other Exchange Property property apportioned thereto which is required by this Article Two or to comply with any applicable law10. If, between the any date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 20410.04, 205 10.05, or 211 hereof 10.10 applies shall occur, the Person person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date and time on which such an exchange is deemed effected effected, and none of the Company, any Permitted Transferee (as defined below), the Trustee and the Exchange Escrow Agent shall not otherwise be otherwise liable with respect to the modification modification, from the date such an exchange is deemed effected to the date of such delivery, of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article TwoIndenture, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures Securities surrendered for exchange or on account of any dividends on the Chevron Vencor Common Stock or other Exchange Property Shares delivered upon such exchange; provided, however PROVIDED that (i) interest accrued on any Debentures Securities surrendered for exchange on or after any Regular Record Date record date and before any Interest Payment Date the interest payment date relating thereto shall be paid to, as applicable, to the Holder holder of record as of such record datedate and (ii) the Holder of a Security exchanged on or after the record date for any dividend on the shares of Vencor Common Stock (or any other Exchange Security) shall be entitled to receive, promptly after the Trustee's receipt thereof, any such dividend paid on the shares of Vencor Common Stock (or any other Exchange Security) delivered upon such exchange. In the case of any Debenture Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyCompany except for transfer taxes in the case that the new Security is to be registered in a name different than that in which the old Security was issued, a Debenture new Security or Debentures Securities of authorized denominations in principal amount equal to the unexchanged portion of such DebentureSecurity.

Method of Exchange. (a) In order to exercise the right of exchange, the Holder of any Debenture to be exchanged shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Escrow Agent at the office or agency of the CompanyEscrow Agent, maintained for that purpose pursuant to Section 1002 of the Indenture507 hereof, accompanied in each case by written notice to the Company and the Exchange Escrow Agent that the Holder elects to exchange such Debenture, Debenture or, if less than the entire principal amount at Stated Maturity of such the Debenture is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be Securities issuable on such exchange shall be issued. Such notice shall be irrevocable. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Escrow Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If Any Debentures so surrendered shall be delivered to the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Trustee for cancellation. No later than the sixteenth Business Day following the Exchange Property pursuant Date (as hereinafter defined), subject, however, to Section 216 502(c) hereof, as promptly as practicable after the proper surrender of such Debenture for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole full shares or other units of Chevron Common Stock and/or any Exchange Securities or other Exchange Property (to the extent that such other Exchange Property can be partitioned) deliverable upon the exchange of any such Debenture (or specified portion thereof). In addition) and a check for any cash or proceeds of the sale of other Exchange Property (to the extent that such other Exchange Property cannot be partitioned) apportioned to such shares or units (and any fractional interest) as provided in this Article Five, and provision shall be made for any fraction of a share or unit as provided in Section 203 hereof and any payment 503 hereof. In lieu thereof, within five Business Days after the Exchange Date, the Company may send or cause to be sent to such Holder, or on his written order, a written notice in the manner provided in Section 106 of interest as provided by the following paragraph. Such exchange shall be deemed Indenture that the Company has elected to have been effected immediately prior pay such Holder an amount in cash equal to the close cash Exchange Price of business on the date on which such Debenture shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture as a Debenture holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property shall be deliverable upon the exchange (such exchange shall, notice referred to herein as between such Person or Persons and the Company, be deemed to have become the Holder or Holders of record of the shares or other property represented thereby"Company Exchange Notice"). Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of If the Company in order elects to effectuate the calculations of the adjustments pursuant to this Article Twopay a Holder cash, to obtain any certificate representing securities to be delivered, to complete any reapportionment of the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable law. If, between the date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected and none of the Company, the Trustee and the Exchange Agent shall be otherwise liable with respect to the modification of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article Two, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures surrendered for exchange or on account of any dividends on the Chevron Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture which is exchanged in part only, upon such exchange the Company shall execute cause the Escrow Agent to pay the aggregate Cash Exchange Price due and owing no later than the Trustee shall authenticate and deliver to sixteenth Business Day following the Holder thereof, at the expense of the Company, a Debenture or Debentures of authorized denominations in principal amount equal to the unexchanged portion of such DebentureExchange Date.

Method of Exchange. (a) In order to exercise the right of exchangeexchange in respect of any Exchangeable Security, the Holder of such Exchangeable Security to be exchanged shall surrender such Debenture Exchangeable Security to the Exchange Collateral Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture Exchangeable Security to, or mailing such Debenture Exchangeable Security by registered mail, postage prepaid, addressed to the Exchange Collateral Agent at the office or agency of the Company, Collateral Agent maintained for that purpose pursuant to Section 1002 of the Indenturepurpose, accompanied in each case by written notice to the Company and the Exchange Collateral Agent that the Holder elects to exchange such DebentureExchangeable Security, or, if less than the entire principal amount of such Debenture Exchangeable Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Kaiser Common Stock Shares or, to the extent applicable, other Exchange Property which shall be issuable on upon such exchange shall be issued, subject to compliance with applicable federal and state securities laws. Debentures Exchangeable Securities surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Collateral Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If the Company does Exchangeable Securities not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as promptly as practicable after the proper surrender of such Debenture called for redemption are surrendered for exchange as aforesaid (subject however to during the following paragraph period from the close of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall or shall cause the Exchange Agent to deliver to such Holder, or business on his written order a certificate or certificates record date for the number of whole shares of Chevron Common Stock and/or any other Exchange Property deliverable upon exchange of such Debenture (or specified portion thereof). In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided and prior to the next succeeding interest payment date relating thereto, such Exchangeable Securities must be accompanied by funds equal to the following paragraphinterest payable on such succeeding interest payment date on the principal amount so exchanged. Such Any exchange of an Exchangeable Security pursuant to this Article Seventeen shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture Exchangeable Security shall have been properly surrendered for exchange as aforesaid(the "Exchange Date"), which which, subject to the provisions of Section 17.09(g), shall be the date on which such Debenture Exchangeable Security and notice and any such required assignment (and, if required, funds equal to the interest payable on the next succeeding interest payment and assignment date on the principal amount exchanged) shall be received by the Collateral Agent. Unless the exchange is registered under the Securities Act prior to delivery of Exchange AgentProperty to the Holder, and at such time the rights of the Holder of such Debenture as a Debenture holder also shall cease deliver evidence satisfactory to Kaiser and the Person Company (which may include an opinion of counsel if requested by Kaiser or Persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the Company), be deemed to have become the Holder or Holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article Two, to obtain any certificate representing securities to be delivered, to complete any reapportionment of the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable law. If, between the date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date that such exchange is deemed effected and none of exempt from registration under the Company, the Trustee and the Exchange Agent shall be otherwise liable with respect to the modification of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article Two, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures surrendered for exchange or on account of any dividends on the Chevron Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Debenture or Debentures of authorized denominations in principal amount equal to the unexchanged portion of such DebentureSecurities Act.

Method of Exchange. In order to exercise the right of exchange, the Holder shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied in each case by written notice to the Company and the Exchange Agent that the Holder elects to exchange such Debenture, or, if less than the entire principal amount of such Debenture is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be issuable on such exchange shall be issued. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Agent) by proper assignments thereof to the Company. If the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as promptly as practicable after the proper surrender of such Debenture for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall or shall cause the Exchange Agent to deliver to such Holder, or on his written order a certificate or certificates for the number of whole shares of Chevron Common Stock and/or any other Exchange Property deliverable upon exchange of such Debenture (or specified portion thereof). In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided by the following paragraph. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture as a Debenture holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the Company, be deemed to have become the Holder or Holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article Two, to obtain any certificate representing securities to be delivered, to complete any reapportionment of the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable law. If, between the date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected and none of the Company, the Trustee and the Exchange Agent shall be otherwise liable with respect to the modification of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article Two, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures surrendered for exchange or on account of any dividends on the Chevron Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Debenture or Debentures of authorized denominations in principal amount equal to the unexchanged portion of such Debenture.

Method of Exchange. In order to exercise the right of exchange, the Holder of any Security to be exchanged shall surrender such Debenture Security to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Escrow Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 of the Indenture2.03, accompanied in each case by written notice to the Company and the Exchange Escrow Agent that the Holder elects to exchange such Debenture, Security or, if less than the entire principal amount of such Debenture a Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Vencor Common Stock orShares (or such other securities, property or cash as shall be added to the extent applicable, other Exchange Property such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 11) which shall be issuable on such exchange shall be issued. Debentures Securities surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Escrow Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If the Company does not elect to deliver cash in lieu of Chevron Vencor Common Stock or other Exchange Property Shares pursuant to Section 216 11.13 hereof, as promptly as practicable after the receipt of such notice and the proper surrender of such Debenture for exchange Security as aforesaid (subject however subject, however, to the following paragraph of this Section 202 11.02 and to Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof11.13), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole shares of Chevron full Vencor Common Stock and/or any Shares (or such other Exchange Property securities or property as such Vencor Common Shares shall have been changed into as provided in this Article 11) deliverable upon the exchange of any such Debenture Security (or specified portion thereof). In addition, the property and securities (other than cash), if any, apportioned thereto, a check for any cash apportioned thereto and provision shall be made for any fraction of a share fractional interests in Vencor Common Shares or other securities or property as provided in Section 203 hereof and any payment of interest as provided by the following paragraph11.03. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture notice shall have been received by the Company and the Escrow Agent and such Security shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture Security as a Debenture holder Holder shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Chevron Vencor Common Stock Shares (or such other Exchange Property securities or property as shall be added to such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 11) shall be deliverable upon such exchange shall, as between such Person person or Persons persons and the CompanyCompany and any Permitted Transferee (as defined below), be deemed to have become the Holder holder or Holders holders of record of the shares or other property securities represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates certificates, of property and securities, if any, apportioned thereto and of any check for any cash or other Exchange Property apportioned thereto and for cash in lieu of fractional interests as aforesaid may be delayed for a reasonable period of time at the request of the Company (which shall be made by an Officer's Certificate) in order to effectuate the calculations calculation of the adjustments of the Vencor Common Shares (or such other securities or property as shall be added to such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 11) and cash apportioned thereto pursuant to this Article Two11, to obtain any certificate representing securities to be delivered, delivered or to complete any reapportionment of the shares of Chevron Vencor Common Stock or Shares, cash and other Exchange Property property apportioned thereto which is required by this Article Two or to comply with any applicable law11. If, between the any date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 20411.04, 205 11.05, or 211 hereof 11.10 applies shall occur, the Person person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date and time on which such an exchange is deemed effected effected, and none of the Company, any Permitted Transferee (as defined below), the Trustee and the Exchange Escrow Agent shall not otherwise be otherwise liable with respect to the modification modification, from the date such an exchange is deemed effected to the date of such delivery, of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article TwoIndenture, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures Securities surrendered for exchange or on account of any dividends on the Chevron Vencor Common Stock or other Exchange Property Shares delivered upon such exchange; provided, however provided that interest accrued on any Debentures Securities surrendered for exchange on or after any Regular Record Date record date and before any Interest Payment Date the interest payment date relating thereto shall be paid to, as applicable, to the Holder holder of record as of such record date. In the case of any Debenture Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyCompany except for transfer taxes in the case that the new Security is to be registered in a name different than that in which the old Security was issued, a Debenture new Security or Debentures Securities of authorized denominations in principal amount equal to the unexchanged portion of such DebentureSecurity.