Common use of Transfer and Exchange of Notes Clause in Contracts

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon surrender of any Subordinated Note to (i) Company at the principal executive office address and to the attention of the Company designated officer (all as specified in this Agreement) or (ii) Registrar at the address provided to holders, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Subordinated Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Subordinated Note or part thereof), the Company within ten (10) Business Days thereafter, Registrar shall execute and deliver, at the Company’s expense (except as provided below), deliver one or more new Subordinated Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Subordinated Note. Each such new Subordinated Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the initial Subordinated Notes delivered hereunder. Each such new Subordinated Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Subordinated Note or dated the date of the surrendered Subordinated Note if no interest shall have been paid thereon. The Company Registrar may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Subordinated Notes. Subordinated Notes shall be transferred only in authorized denominations and in a minimum amount of $1,000 and multiples of $1,000 in excess thereof. Any transferee, by the transferee’s its acceptance of a Subordinated Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.5 hereof.

Transfer and Exchange of Notes. Upon Except as provided in the Deed of Appointment and Priority or in Section 7.2 hereof, the rights of each holder of Notes under this Agreement and the Notes may not be assigned or transferred without the consent of the holders of the Senior Indebtedness, such consent not to be unreasonably withheld. Except as provided in the Deed of Appointment and Priority, the rights of each holder of Notes under this Agreement and the Notes may not be assigned or transferred without the prior written consent of the Company. Subject to compliance with applicable law, obtaining the requisite consents and to the execution of deeds of accession acceptable to the holders of the Senior Indebtedness and the Company, upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Each Note may be transferred only in whole, and not in part. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters Schedule B as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), date of transfer and shall be deemed to have made agreed to, and shall be subject to, all terms and provisions of this Agreement and the representations set forth in Section 6Notes.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered NoteNote of the same series. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11.1, in the case of any Series A Note, and 1.2, in the case of a Shelf Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters regarding the Note or participation as the Company Purchasers have made pursuant to Section 6.2, provided that such entity may reasonably request(in reliance upon information provided by the Company, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Administrative Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the assignee Holder agrees to be bound by the terms hereof that are applicable to Holders, Company shall execute and deliver, at the Company’s expense (except as provided below)expense, one or more new Notes (as requested by the holder Holder thereof) of the same series in exchange therefortherefore and, in the case of any Note, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided, however, that no transfer of any Note may be made (i) to a transferee who is not an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act) and (ii) unless such transfer is made pursuant to an exemption from registration under the securities laws of the United States including, without limitation, any resale of any Note under Rule 144A of the Securities Act. Each Any purported transfer of a Note or an interest therein which is prohibited hereby shall be null and void ab initio and of no force or effect whatever. In the case of a transfer of Notes, each such new Note and shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment Notes shall not be transferred in denominations of less than $1,000,000, provided, that if necessary to enable the registration of transfer by a sum sufficient to cover any stamp tax or governmental charge imposed in respect Holder of any such transfer its entire holding of Notes, one Note may be in a denomination of less than $1,000,000; provided, further, that transfers by a Holder and its Affiliates shall be aggregated for purposes of determining whether or not such $ 1,000,000 threshold has been reached. Any transferee, by If any Holder shall request that the transferee’s acceptance of restrictive legend on a Note registered be removed, such Holder, if requested by Company, will have the obligation in the transfereeconnection with such request, as applicable, at such Holder’s name (or the name expense, of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of delivering an opinion of counsel in form and substance reasonably satisfactory to Company, in connection with such request to the Company covering such matters as the Company may reasonably request, including effect that the Company will removal of such restrictive legend would not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name violation of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Securities Act or any applicable state securities laws.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(a)(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (and of the same tranche if such series has multiple tranches) as requested by the holder thereof) thereof in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11 hereto or Exhibit 1 of the appropriate Supplement, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above6.1, prior to any transfer or exchange of any NoteSection 6.2 and Section 23(k), and the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required obligated to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a any Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made any transferee who cannot make the representations set forth in Section 6.6.1, Section 6.2 and Section 23(k) or with respect to any transfer that would result in a “prohibited transaction” within the meaning of Section 406 of ERISA. Waste Connections, Inc. Note Purchase Agreement

Transfer and Exchange of Notes. Upon surrender of any Note to the Obligor Agent at the principal executive office address of the Company and to the attention of the designated officer (all as specified in Section 18(iii)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Obligor Agent shall, and shall cause each of the other Obligors to, execute and deliver, at the Company’s Obligors’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, therefor and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Obligor Agent may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything 6.1 and Section 6.2 with respect to the contrary aboveNotes and, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee)addition, shall be deemed to have made represent that either (a) the transferee is not, and is not acting on behalf of, an employee benefit plan or plan subject to ERISA or Section 4975 of the Code, or (b) the transfer of the Note to, and the holding of the Note by, the transferee is exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code as a result of an applicable class or statutory prohibited transaction exemption. The Obligors shall not, however, be required to register any transfer of a Note if, acting in its reasonable discretion, the Obligor Agent believes such transfer is in violation of applicable law or the representations of the transferee set forth in Section 6Sections 6.1 and 6.2 are not true and correct.

Transfer and Exchange of Notes. Upon (a) If Notes are taken out of the DTC book-entry system and issued in definitive form, upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1A-1 or Exhibit A-3, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, and in integral multiples of $1,000 in excess thereof, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Sections 6.1 and 6.2.

Transfer and Exchange of Notes. Upon surrender of any Note to the Borrower at the principal executive office address and to the attention of the Company designated officer (all as specified in Article 17) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company Borrower shall execute and deliver, at the CompanyBorrower’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit Schedule 1, in the case of the Initial Notes, or the note form established for the applicable Series. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Borrower may require payment of a sum sufficient to cover any stamp tax Tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note of such Series may be in a denomination of less than $100,000. In connection with any transfer of Notes, the transferee shall enter into a Joinder substantially in the form attached to the Common Terms Agreement as Exhibit G and an accession agreement to the Intercreditor Agreement. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Noteholder or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuer shall execute and deliver, at the Company’s expense (except as provided below)its expense, one or more new Notes (as requested by the holder registered Noteholder thereof) , in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to or issued to such Person as such holder may Noteholder shall request and shall be substantially in the form of Exhibit 1. A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment Notes shall not be transferred in denominations of less than $100,000 unless necessary to enable the registration of transfer by a sum sufficient Noteholder of all of its Notes. Transfers hereunder shall be made by the Issuer to cover the extent permitted by applicable law. If any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance all or a portion of a Note registered is not made pursuant to an effective registration statement under the Securities Act, (i) the Noteholder thereof will, if reasonably requested by the Issuer, deliver to the Issuer an opinion of counsel, which may be counsel to the Noteholder but which must be reasonably satisfactory to the Issuer, reasonably satisfactory in form, scope and substance to the transferee’s name Issuer, that the Note (or portion thereof) may be sold without registration under the name of Securities Act; (ii) the transferee’s nomineeproposed transferee shall make an investment covenant reasonably satisfactory to the Issuer (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act), ; and (iii) the proposed transferee shall be deemed agree that the Note issued to have made such transferee shall bear the representations legend set forth in Section 61.8 of this Agreement. Notwithstanding anything the foregoing provisions of this Section 8.2, the restrictions upon the transferability of any Note and the requirement to include the contrary above, prior first two paragraphs of the legend set forth in Section 1.8 of this Agreement shall terminate as to any transfer such Note (i) when and so long as such Note shall have been effectively registered under the Securities Act and disposed of pursuant thereto or exchange (ii) when the Issuer shall have received an opinion of counsel reasonably satisfactory to it that such restrictive legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 8.2 shall terminate as to any Note, the Company Noteholder thereof shall have received be entitled to receive from the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as Issuer a result thereof. Any transferee, by the transferee’s acceptance of new Note bearing a Note registered in the transferee’s name (or the name legend consisting only of the transferee’s nominee), shall be deemed to have made final paragraph of the representations legend set forth in Section 61.8 of this Agreement.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes and may request that such transferee, at the Company's reasonable cost and expense, provide the Company with an opinion of counsel reasonably acceptable to the Company and in a form and substance reasonably acceptable to the Company and its counsel to the effect that such transfer is not subject to registration under applicable Securities Laws. Notes shall not be transferred in denominations of less than US $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than US $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have agreed to become bound by the provisions of the Loan Documents applicable to Purchasers and holders and to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 67.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to any Obligor at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Obligors shall execute and deliver, at the Company’s Obligors’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Obligors may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Obligors, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not be required to register constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and the holders of the Notes as a result thereof. Any transferee, by agree that such Notes may not be transferred or resold unless registered under the transferee’s acceptance of a Note registered in Securities Act and all applicable state securities laws or unless an exemption from the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $2,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $2,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6Sections 6.2 and 6.3. Notwithstanding anything to The Notes have not been registered under the contrary above, prior to any transfer Securities Act or exchange under the securities laws of any Note, the Company state and each holder agrees that such Notes shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A with respect to the Series N Notes and Exhibit 1-B with respect to the Series O Notes. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 66.2. Notwithstanding anything If a transferee is relying on clauses (c), (d), (e) or (g) of Section 6.2, it shall provide the written disclosure required in such clauses to the contrary above, Company at least six Business Days prior to any the transfer or exchange of any Note, a Note and if the Company shall have received the delivery of reasonably determines, based upon an opinion of counsel satisfactory it furnishes to the Company covering transferor and the transferee not less than one Business Day prior to the proposed transfer, that the transfer could reasonably be prohibited under section 406 of ERISA, such matters transfer shall not be effectuated until such time, if any, as the transferee represents that it is relying on other clauses of Section 6.2 or the Company may reasonably request, including determines that the Company will proposed transfer would not be required to register the Notes as a result thereof. Any transferee, prohibited by the transferee’s acceptance section 406 of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender The Borrower shall keep a register in which it shall provide for the registration of the Notes and the registration of transfers of Notes. The Holder of any Note may, prior to maturity, prepayment or repurchase of such Note, surrender such Note at the principal executive office of the Company Borrower for registration of transfer or exchange. Any Holder desiring to transfer or exchange any Note (and in the case including, but not limited to, any assignment of a surrender for registration of transfer, duly endorsed Note or accompanied Notes contemplated by a written instrument of transfer duly executed by Section 11.5 hereof) shall first notify the registered holder Borrower in writing at least ten (10) Business Days in advance of such Note transfer or exchange. Promptly, but in any event within ten (10) Business Days after such holder’s attorney duly authorized in writing and accompanied by notice to the address for notices Borrower from the Holder Representative (on behalf of each transferee a Holder of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes Notes) of a Holder’s intention to make such an exchange of such Holder’s Note(s) and without expense (as requested by other than transfer taxes, if any) to such Holder, the holder thereof) Borrower shall issue in exchange therefor, therefor another Note or Notes in an the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Holder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without further restriction). Each such new Note shall be made payable to such Person or Persons, or assigns, as the Holder of such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any designate, and such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange shall be made in such a manner that no gain or loss of any Note, the Company principal or interest shall result therefrom. The Borrower shall have received no obligation or liability under any Note to any Person other than the delivery registered Holder of an opinion each such Note. Assignments and transfers of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), Holders shall be deemed to have made the representations set forth in compliance with Section 611.5 hereof.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Note as set forth in Exhibit 11.3. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, Each Noteholder agrees that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than any transferring Noteholder’s nominee) or to any separate account maintained by any transferring Noteholder unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered same or similar effect with respect to the transferee as is contained in the transferee’s name (or the name section 6.2 of the transferee’s nomineeExisting Note Agreement or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 4.12(e), . No Noteholder shall be deemed liable for any damages in connection with any such representations or assurances provided to have made the representations set forth in Section 6Company by any transferee.

Transfer and Exchange of Notes. Upon surrender receipt of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer substantially in the form set out in Exhibit O (an “Instrument of Transfer”) duly executed by the registered holder of such a Note or such holder’s attorney duly authorized in writing and each transferee and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within five (5) Business Days thereafter, the Registrar appointed by the Company (or, if no Registrar has been appointed, the Company) shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefortherefor in the form of electronic book-entry on the DIP Notes Creditor Register, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note, provided that any such transfer or exchange must be made in compliance with the federal securities laws of the United States, including the Securities Act or other applicable law. Each such new Note shall be payable to such Person as such holder may request and shall be substantially evidenced by electronic book-entry in the form of Exhibit 1DIP Notes Creditor Register maintained by the Registrar. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may may, by notice to the Registrar, require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, Notes provided that any such amount shall be owing by the transferee’s acceptance of a Note registered in the transferee’s name (or the name transferee of the transferee’s nominee)applicable Note following the effectuation of any transfer and shall not be a condition precedent to the effectiveness of such transfer. Notes shall not be transferred in denominations of less than $1, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1. Neither the Registrar nor any holder shall be deemed required to have made obtain the representations set forth consent of the Company in Section 6. Notwithstanding anything to connection with the contrary above, prior to any transfer or exchange of any NoteNote pursuant to this Section 10.02. 130 ENVIVA INC. /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters Finance ENVIVA GP, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA, LP By: Enviva GP, LLC, as the Company may reasonably requestits sole general partner /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, including that the Company will not be required to register the Notes Finance ENVIVA PARTNERS FINANCE CORP. /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA ENERGY SERVICES, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS WAYCROSS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS GREENWOOD, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS LUCEDALE, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS EPES, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS EPES FINANCE COMPANY, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Manager ENVIVA PELLETS EPES HOLDINGS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA HOLDINGS, LP By: Enviva Holdings GP, LLC, as a result thereofits sole general partner /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA AIRCRAFT HOLDINGS CORP. Any transferee/s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee)Finance ENVIVA MANAGEMENT COMPANY, shall be deemed to have made the representations set forth in Section 6.LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA SHIPPING HOLDINGS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS BOND, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA MLP INTERNATIONAL HOLDINGS LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Manager ENVIVA PORT OF PASCAGOULA, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA HOLDINGS GP, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA DEVELOPMENT FINANCE COMPANY, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ACQUIOM AGENCY SERVICES LLC, as Co-Administrative Agent and Collateral Agent By: /s/ Lxxx Xxxxxx Name: Lxxx Xxxxxx Title: Director SEAPORT LOAN PRODUCTS LLC, as Co-Administrative Agent By: /s/ Jxxxxxxx Xxxxxxxxx Name: Jxxxxxxx Xxxxxxxxx Title: General Counsel

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Noteholder or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuer shall execute and deliver, at the Company’s expense (except as provided below)its expense, one or more new Notes (as requested by the holder registered Noteholder thereof) , in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to or issued to such Person as such holder may Noteholder shall request and shall be substantially in the form of Exhibit 1. A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment Notes shall not be transferred in denominations of less than $100,000 unless necessary to enable the registration of transfer by a sum sufficient Noteholder of all of its Notes. Transfers hereunder shall be made by the Issuer to cover the extent permitted by applicable law. If any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance all or a portion of a Note registered is not made pursuant to an effective registration statement under the Securities Act, (i) the Noteholder thereof will, if reasonably requested by the Issuer, deliver to the Issuer an opinion of counsel, which may be counsel to the Noteholder but which must be reasonably satisfactory to the Issuer, reasonably satisfactory in form, scope and substance to the transferee’s name Issuer, that the Note (or portion thereof) may be sold without registration under the name of Securities Act; (ii) the transferee’s nomineeproposed transferee shall make an investment covenant reasonably satisfactory to the Issuer (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act), ; and (iii) the proposed transferee shall be deemed agree that the Note issued to have made such transferee shall bear the representations legend set forth in Section 61.3(d) of this Agreement. Notwithstanding anything the foregoing provisions of this Section 10.2, the restrictions upon the transferability of any Note and the requirement to include the contrary above, prior first two paragraphs of the legend set forth in Section 1.3(d) of this Agreement shall terminate as to any transfer such Note (i) when and so long as such Note shall have been effectively registered under the Securities Act and disposed of pursuant thereto or exchange (ii) when the Issuer shall have received an opinion of counsel reasonably satisfactory to it that such restrictive legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 10.2 shall terminate as to any Note, the Company Noteholder thereof shall have received be entitled to receive from the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as Issuer a result thereof. Any transferee, by the transferee’s acceptance of new Note bearing a Note registered in the transferee’s name (or the name legend consisting only of the transferee’s nominee), shall be deemed to have made final paragraph of the representations legend set forth in Section 61.3(d) of this Agreement.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s 's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Company shall execute and deliver, at the Company’s its expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred except in denominations of $500,000 or more, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be issued to such holder in a denomination of less than $500,000. You agree that the Company shall not be required to register the transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a customary representation to the Company (and appropriate information as to any separate accounts or other matters) or other assurances reasonably satisfactory to the Company to the effect that such transfer does not involve a prohibited transaction (as such term is defined in section 406 (a) of ERISA and section 4975 (c) (1) (A) - (D) of the Code). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee. Any transfereetransferee of a Note, by the transferee’s its acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee)such Note, shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory represented to the Company covering that it is not a Competitor, unless prior to the transfer of such matters as Note and in lieu of such representation the proposed transferee of such Note notifies the Company in writing that it may reasonably request, including be a Competitor and either agrees in writing that it will be subject to the limitations applicable to a Competitor hereunder or requests that the Company will not advise it as to whether such proposed transferee would be required deemed to register be a Competitor. If a proposed transferee makes such request the Notes as Company shall, within two Business Days after being requested so to do, determine on a result thereofreasonable basis and in good faith in consultation with such proposed transferee whether such proposed transferee would be deemed to be a Competitor. Any transferee, by the transferee’s acceptance holder of a Note registered in the transferee’s name which is a Competitor (whether by agreement or the name of the transferee’s nominee), Company's determination as aforesaid) shall be deemed subject to have made the representations set forth applicable limitations specified in Section 6Sections 7.1(h) and 7.3(a).

Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Parent Issuer or the Company, as applicable, at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19(iii) or 19(iv), as applicable), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Parent Issuer or the Company, as applicable, shall execute and deliver, at the Parent Issuer’s or the Company’s expense expense, as applicable (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11(a), Exhibit 1(b), Exhibit 1(c) or Exhibit 1(d), as applicable. Each such new Note shall be dated and bear interest (including, without limitation, any additional interest in the form of the Interest Rate Adjustment for any applicable Interest Rate Adjustment Period) from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than €250,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than €250,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made as of the date of transfer the representations set forth in Section 6. Notwithstanding anything , including Section 6.3, provided, that in lieu of such representation in Section 6.3, such holder may (in reliance upon information provided by the Parent Issuer and the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s 's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within ten Business Days thereafter the Company Issuer shall execute and deliver, at the Company’s Issuer's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any Notes shall not be transferred or registered in denominations of less than $500,000 or any integral multiple of $10,000 in excess thereof, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000 or such integral multiple. Unless any transferee specifies to the contrary prior to the registration of such transfer, such transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in paragraph (a), (c) , (d) or (e) of Section 6.2; and no transfer under any other circumstances shall be effected unless and until the transferee has made a representation to the Issuer substantially identical to that set forth in Section 6. Notwithstanding anything 6.2(b) (in respect of which the Issuer agrees to the contrary above, prior to any transfer respond within five Business Days) or exchange of any Note, the Company shall have received the delivery of an opinion of counsel provided other assurances satisfactory to the Company covering Issuer that such matters transfer would not involve a prohibited transaction (as such term is defined in section 406(a) of ERISA and section 4975(c)(1)(A)-(D) of the Company may reasonably request, including that the Company will Code). You shall not be required liable for any damages in connection with any such representation or assurances provided to register the Notes as a result thereof. Any Issuer by any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1A, in the case of a new Series A Note, or Exhibit B, in the case of a new Series B Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 66.2. Notwithstanding anything to Upon registration of transfer in accordance with this Section 14.2, (i) the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), transferee shall be deemed a “holder” hereunder with respect to the transferred Notes and shall become a party to this Agreement and shall have made all of the representations set forth rights and obligations of a holder hereunder (except for purposes of the representation contained in Section 66.1) and under the other Note Purchase Documents and (ii) except as otherwise provided therein, the transferor shall relinquish its rights and be released from its obligations under the Note Purchase Documents to the extent of the interests so transferred.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company (as specified in Section 16.9) for registration of transfer or exchange (and in the case of a surrender for registration of for transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1B hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereonNote. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than one hundred thousand dollars ($100,000); provided that if necessary to enable a holder of Notes to transfer its entire holding of Notes, one Note may be in a denomination of less than one hundred thousand dollars ($100,000). Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6Article VI. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the The Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as transfer of any Note to any Person (other than a result thereof. Any transferee, transfer by the transferee’s acceptance holder of a Note to its nominee not involving a change of beneficial ownership of such Note) unless the Company receives (a) from the proposed transferee a representation reasonably satisfactory to the Company that the representations and warranties set forth in Article VI are true with respect to such transferee and (b) in the case of any transfer in which the Note will be registered in the transferee’s name (or of a nominee, the name of the transferee’s nominee), shall be deemed beneficial owner of the Note and confirmation that such nominee is permitted to have made transfer such Note only with the representations set forth in Section 6consent of the beneficial owner.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to any transfer or exchange effect that the purchase by such holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender The holder of any Note, as applicable, may, prior to maturity or prepayment thereof, surrender such Note at the principal executive office of the Company Borrower for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify Borrower in writing at least five (5) days in advance of such transfer or exchange. Within a reasonable time after such notice to Borrower from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, Borrower shall issue in exchange therefor another Note in denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note, duly endorsed or accompanied by Notes so transferred which shall be in a written instrument minimum denomination of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofOne Hundred Thousand Dollars ($100,000), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Note may request designate, and such transfer or exchange shall be substantially made in the form such a manner that no gain or loss of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which principal or interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest result therefrom. Borrower shall have been paid thereon. The Company may require payment no obligation hereunder or under any Note to any person other than the registered holder of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any each such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Note. Notwithstanding anything to the contrary abovecontained herein, prior no Noteholder shall be permitted to transfer any transfer or exchange of any Note, its Notes unless such Noteholder's transferee has agreed in writing to be bound by the Company shall have received terms of this Agreement and the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably requestother Subordinated Notes Documents, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations and warranties set forth in Section 6Article IV hereof.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything 6.2 and Section 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior effect that the purchase by any transferee of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. No Notes or any Confidential Information may be transferred to any transfer or exchange Person who is a Competitor of any Notethe Company, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as and the Company may reasonably request, including that refuse to register any purported transfer to a Competitor of the Company will Company. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. The written consent of the Authority (not to be unreasonably withheld, conditioned or delayed) shall be required for any transfer of a Note, except (a) when an Event of Default has occurred and is continuing; (b) to any Purchaser or an Affiliate or Approved Fund of any Purchaser (or, (x) in the case of any Note held by UBS AG, London Branch or one of its Affiliates, to GIFS Capital Company LLC and (y) in the case of any Note held by GIFS Capital Company LLC, to UBS AG, London Branch or any of its Affiliates); (c) to any Person who has provided the holder of the Note to be transferred with a credit default swap, in respect of such Note and/or other indebtedness of the Authority, or to any person in a credit event auction relating to indebtedness of the Authority, in each case in connection with settling such a credit default swap following the occurrence of a “Credit Event” thereunder, or (d) by a holder who obtained the Note to be transferred as a result of a transfer in reliance on the preceding subclause (c) or this subclause (d). Upon surrender of any Note to the Authority at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 20(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Authority shall execute and deliver, at the CompanyAuthority’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit Schedule 1. Each such new Note shall be dated and bear interest from the most recent date to on which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Authority may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company Notes prior to effecting such transfer or exchange. Notes shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required transferred in denominations of less than $1,000,000, provided, that if necessary to register enable the Notes as registration of transfer by a result thereof. Any transfereeholder of its entire holding of Notes, by the transferee’s acceptance one Note may be in a denomination of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $1,000,000.

Transfer and Exchange of Notes. Upon surrender of any Note to the Fund or its agent at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Fund shall execute and deliver, at the CompanyFund’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall ClearBridge Energy MLP Fund Inc. Note Purchase Agreement be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A, 1-B, 1-C or 1-D, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Fund may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than $250,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note of such Series may be in a denomination of less than $250,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Fund is not required to register the Notes. Each holder of Notes will be deemed, by the transferee’s its acceptance of a Note registered in the transferee’s name thereof, (or the name of the transferee’s nominee), shall be deemed i) to have made the representations set forth in Section 6. Notwithstanding anything 6.2 of this Agreement and (ii) to have agreed to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations confidentiality provisions set forth in Section 620 of this Agreement.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days the Company Issuers shall execute and deliver, at the Company’s Issuers’ expense (except as provided below), one or more new Notes of such Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note and each bearing the same legend as appears on the surrendered Note provided, however, that the Company shall not be required to execute any new Note, or register the transfer of any Note, to a transferee who is a Competitor of any Obligor. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of such Note for such Series as set forth in Exhibit 11.1(a) or Exhibit 1.1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $250,000. Each holder that transfers Notes shall be deemed to have represented and warranted to the Issuers that such transfer has been effected in compliance with applicable securities laws. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company 6 hereof and shall have received the delivery of an opinion of counsel satisfactory agreed to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, abide by the transferee’s acceptance provisions of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 620 hereof.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, You agree that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered in same or similar effect with respect to the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth transferee as is contained in Section 66.2 or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.2, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not be required to register the Notes as constitute a result thereofnon-exempt prohibited transaction under section 406(a) of ERISA. Any transferee, by the transferee’s acceptance of a AZZ incorporated Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.Purchase Agreement

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s 's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within ten Business Days thereafter the Company Issuer shall execute and deliver, at the Company’s Issuer's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any Notes shall not be transferred or registered in denominations of less than $500,000 or any integral multiple of $10,000 in excess thereof, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000 or such integral multiple. Unless any transferee specifies to the contrary prior to the registration of such transfer, such transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in paragraph (a), (c) , (d) or (e) of Section 6.2; and no transfer under any other circumstances shall be effected unless and until the transferee has made a representation to the Issuer substantially identical to that set forth in Section 6. Notwithstanding anything 6.2(b) (in respect of which the Issuer agrees to the contrary above, prior to any transfer respond within five Business Days) or exchange of any Note, the Company shall have received the delivery of an opinion of counsel provided other assurances satisfactory to the Company covering Issuer that such matters transfer would not involve a prohibited transaction (as such term is defined in section 406(a) of ERISA and section 4975(c)(1)(A)-(D) of the Company may reasonably request, including that the Company will Code). The Noteholders shall not be required liable for any damages in connection with any such representation or assurances provided to register the Notes as a result thereof. Any Issuer by any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed Diamond Walnut Growers, Inc. Note Purchase Agreement in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering regarding the Note or participation as you and the Other Purchasers have made pursuant to Section 6.2, provided that such matters as entity may (in reliance upon information provided by the Company may reasonably requestCompany, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Registrar, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof)) and accompanied by a transfer certificate substantially in the form of Exhibit 13.2, within ten Business Days thereafter, the Company shall execute and shall cause the Registrar to deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series and in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A, Exhibit 1-B or Exhibit 1-C, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company or the Registrar may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Note as set forth in Exhibit 11.3. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, Each Noteholder agrees that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than any transferring Noteholder’s nominee) or to any separate account maintained by any transferring Noteholder unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered same or similar effect with respect to the transferee as is contained in the transferee’s name (or the name section 6.2 of the transferee’s nomineeExisting Note Agreement or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 4.12(e), . No Noteholder shall be deemed liable for any damages in connection with any such representations or assurances provided to have made the representations set forth in Section 6Company by any transferee.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company (or, if applicable, the Issuer Subsidiary) shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than the equivalent of $2,500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note may be in a denomination of less than the equivalent of $2,500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section Article 6. Notwithstanding anything to the contrary above; provided, prior to any transfer or exchange of any Notehowever, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will (or, if applicable, the Issuer Subsidiary) shall not be required to register effect any such transfer if the Notes as a result thereofCompany is legally unable to deliver the certificate described in the penultimate paragraph of Section 6.2. Any transferee, by the transferee’s acceptance Each Purchaser and transferee of a Note registered which is not already a party to the Subsidiary Guaranty shall execute and deliver a joinder agreement in the transferee’s name (or form attached as Exhibit A to the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Subsidiary Guaranty.

Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 16.4) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such registered holder’s attorney duly authorized in writing and writing, accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof, accompanied by any other evidence of satisfaction with the restrictions and requirements applicable to transfers of the Notes as reasonably requested by the Issuer), within ten Business Days thereafter, the Company Issuer shall execute and deliver, at the CompanyIssuer’s expense (except as provided below), one or more new Notes (as requested by the holder Noteholder thereof) in exchange therefor, in an aggregate principal a face amount equal to the unpaid principal face amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Noteholder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. B. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge Tax imposed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; […***…] denotes omissions. in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000 face amount (unless transferred in whole). Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything Article IV and to the contrary abovehave accepted and fully assumed all obligations under this Agreement, prior to any transfer or exchange of any Notebut excluding, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, unless expressly agreed by the transferee’s acceptance of a Note registered in the transferee’s name (or the name , any commitment to purchase Additional Notes. Any transfer of the transferee’s nominee)Notes in violation of the restrictions in this Agreement (including Section 4.1) and the legend regarding transfers of Notes, in each case purchasing the Notes for its own account, in each case, shall be deemed to have made void ab initio and the representations set forth purported transferee in Section 6such transfer shall not be recognized by the Issuer or any other Person as having an interest in the Issuer or any Note (as the case may be) for any purpose.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within twenty Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A or Exhibit 1-B, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than U.S. $500,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than U.S. $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 66.2. Notwithstanding anything to the contrary aboveNo transfer, prior to any transfer sale, exchange or exchange assignment of any a Note, whether contemplated by this Section 13 or in connection with the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance consummation of a Note registered in the transferee’s name (or the name of the transferee’s nominee)Reorganization, shall be deemed to have made be a discharge, rescission, extinguishment or novation of any Note and any Note so transferred, sold, exchanged or assigned shall continue to be the representations set forth in Section 6same obligation of the Company and not a new obligation.

Transfer and Exchange of Notes. Upon surrender of any either Global Note to the Borrower, at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(c)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Global Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Global Note or part thereof), within ten Business Days thereafter, the Company Borrower shall execute and deliver, at the CompanyBorrower’s expense (except as provided below), one or more a new Notes Global Note of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Global Note. Each such new Global Note shall be payable to such Person as such holder may request and shall be substantially in the form of Note for such Series set forth in Exhibit 11.1 or Exhibit 1.2, as the case may be, provided that such transferee must be at any time prior to the Resale Restriction Termination Date, a Qualified Holder. Each such new Global Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Global Note or dated the date of the surrendered Global Note if no interest shall have been paid thereon. The Company Borrower may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Global Notes. Neither Global Note shall be transferred in a principal amount of less than the entire principal amount then outstanding under such Global Note. Any transferee, by the transferee’s its acceptance of a Global Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon surrender The holder of any Note, as applicable, may, prior to maturity or prepayment thereof, surrender such Note at the principal executive office of the Company a Borrower for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify the Borrower in writing at least five (5) days in advance of such transfer or exchange. Within a reasonable time after such notice to the Borrower from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, the Borrower shall issue in exchange therefor another Note in denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note, duly endorsed or accompanied by Notes so transferred which shall be in a written instrument minimum denomination of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofOne Hundred Thousand Dollars ($100,000), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Note may request designate, and such transfer or exchange shall be substantially made in the form such a manner that no gain or loss of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which principal or interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest result therefrom. The Borrower shall have been paid thereon. The Company may require payment no obligation hereunder or under any Note to any person other than the registered holder of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any each such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Note. Notwithstanding anything to the contrary abovecontained herein, prior no Noteholder shall be permitted to transfer any transfer or exchange of any Note, its Notes unless such Noteholder's transferee has agreed in writing to be bound by the Company shall have received terms of this Agreement and the delivery of an opinion of counsel satisfactory other Subordinated Notes Documents and the Mezzanine Subordination Agreement to the Company covering which such matters as the Company may reasonably requestNoteholder is a party, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations and warranties set forth in Section 6Article IV hereof.

Transfer and Exchange of Notes. Upon surrender of any Subordinated Note to (i) Company at the principal executive office address and to the attention of the Company designated officer (all as specified in this Agreement) or (ii) U.S. Bank National Association, Corporate Trust Services, 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Subordinated Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Subordinated Note or part thereof), the Company within ten (10) Business Days thereafter, U.S. Bank shall execute and deliver, at the Company’s expense (except as provided below), deliver one or more new Subordinated Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Subordinated Note. Each such new Subordinated Note shall be payable to such Person as such holder may request and shall EXECUTION VERSION be substantially in the form of Exhibit 1the initial Subordinated Notes delivered hereunder. Each such new Subordinated Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Subordinated Note or dated the date of the surrendered Subordinated Note if no interest shall have been paid thereon. The Company U.S. Bank may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Subordinated Notes. Subordinated Notes shall be transferred only in authorized denominations and in a minimum amount of $50,000 and multiples of $25,000 in excess thereof. Any transferee, by the transferee’s its acceptance of a Subordinated Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.5 hereof.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, You agree that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered in same or similar effect with respect to the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth transferee as is contained in Section 66.2 or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers — EP-MN-WS2N, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A or Exhibit 1-B, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Sections 6.1 and 6.3, provided, that in lieu of Section 6. Notwithstanding anything 6.3 such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Notwithstanding anything else herein to the contrary, any Note Purchaser, may from time to time, at its option, sell, assign, transfer, negotiate or otherwise dispose of all or a portion of one or more of its Notes (including the Note Purchaser’s interest in this Agreement and the other Note Purchase Documents) to any Eligible Assignee. In the event of any such sale, transfer or other disposition, the Note Purchaser and relevant Transferee shall execute and deliver to the Agent and the Issuer an Assignment and Acceptance Agreement evidencing such sale, assignment, transfer or other disposition and the Issuer shall thereafter promptly register the Transferee thereof as the registered holder of the transferred Notes (provided, that any such Transferee shall be deemed a registered holder of the applicable Notes and a “Transferee” hereunder in the event of the Issuer’s failure to so register any such Transferee after it has received written notice of any such transfer) and Schedule I shall be automatically amended to reflect such transfer and any new Transferee and Notes held thereby. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuer shall execute and deliver, at the CompanyIssuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than (i) $400,000 at any time within five Business Days of the Closing Date, and (ii) $1,000,000 at any time thereafter, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000, provided further that Notes may be transferred in any denomination from a group of Affiliated holders to any Eligible Assignee or group of Eligible Assignees so long as (i) in respect of a transfer to a group of Eligible Assignees, such Eligible Assignees shall be Affiliates of each other, and (ii) the aggregate principal amount of Notes concurrently transferred shall be $1,000,000 or more. Any transfereeTransferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 64.02.

Transfer and Exchange of Notes. Upon surrender The holder of any Note, as applicable, may, prior to maturity or prepayment thereof, surrender such Note at the principal executive office of the Company Borrower for registration of transfer or exchange, in accordance with applicable law. Any holder desiring to transfer or exchange any Note shall first notify Borrower in writing at least five (5) days in advance of such transfer or exchange. Within a reasonable time after such notice to Borrower from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, Borrower shall issue in exchange therefor another Note in denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note, duly endorsed or accompanied by Notes so transferred which shall be in a written instrument minimum denomination of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofOne Hundred Thousand Dollars ($100,000), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Note may request designate, and such transfer or exchange shall be made in such a manner that no gain or loss of principal or interest shall result therefrom. Borrower shall have no obligation hereunder or under any Note to any person other than the registered holder of each such Note. Notwithstanding anything to the contrary contained herein, no Noteholder shall be permitted to transfer any of its Notes unless such Noteholder’s transferee has agreed in writing to be bound by the terms of this Agreement and the other Subordinated Notes Documents, including the representations and warranties set forth in Article IV hereof, by executing a joinder substantially in the form of Exhibit 1A attached hereto. Each such new Note transferee under this Section 2.9 shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of deliver a sum sufficient to cover any stamp tax or governmental charge imposed Form W-8/W-9 in respect of itself and, if the transferee is a non-U.S. person that is a partnership for U.S. federal income tax purposes, a Form W-8/W-9 from each of its partners to the Borrower; provided, however, that if any transferee for any reason fails or is unable to deliver a Form W-8/W-9 in respect of itself or its partners, such transferee may nonetheless receive a transfer of NotesNotes but shall be subject to withholding to the extent required by law. Any transfereeAbsent the continuance of a Default or an Event of Default at the time of any transfer hereunder, any out of pocket costs incurred by the transferee’s acceptance of a Note registered Borrower in the transferee’s name (or the name of the transferee’s nominee)connection with such transfer, shall be deemed to have made for the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name account of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6transferor.

Transfer and Exchange of Notes. Upon surrender The Company will keep at ------------------------------ its principal office a register the ("Note Register") in which it will provide for the registration and registration of transfer of Notes, at its own expense (excluding transfer taxes). If any Note is surrendered at said office or at the principal executive office place of payment named in the Company Note for registration of transfer or exchange (and accompanied in the case of a surrender for registration of transfer, duly endorsed or accompanied transfer by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by or on behalf of the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofNote), the Company shall execute and deliverCompany, at the Company’s expense (except as provided below)its expense, will deliver in exchange one or more new Notes in any denominations (multiples of $1,000), as requested by the holder thereofof such Note, for the aggregate unpaid principal amount; provided, however, that any such transfer of an amount less than $5,000,000 must -------- ------- be approved by the Company. Subject to this Section 14, Notes may only be transferred to Eligible Holders, unless a transfer to a person other than an Eligible Holder is approved by the Company. Any Note or Notes issued in a transfer or exchange shall carry the same rights to interest (unpaid and to accrue) in exchange thereforcarried by the Note or Notes so transferred or exchanged so that there will not be any loss or gain of interest on the Note or Notes surrendered. Any transfer tax relating to such transaction shall be paid by the holder of such Note requesting the exchange. If at any time any Purchaser proposes to transfer any Notes pursuant to this Section 14, in such Purchaser will give notice (the "Transfer Notice") to --------------- Parthenon and the Company specifying (x) the Notes proposed to be transferred (the "Offered Notes") and (y) the price (the "Offered Price") upon which such ------------- ------------- Purchaser proposes to transfer such Notes. The Transfer Notice will constitute an aggregate principal amount irrevocable offer (for the time periods set forth below) to transfer all of the Offered Notes to Parthenon or its assignee at the Offered Price (the "Offer to Sell"), except that if the ------------- Offered Price designated by the Purchasers is to be wholly or partly for consideration other than cash, then the Offer to Sell will constitute an offer to transfer the Offered Notes to Parthenon or its assignee for a cash purchase price equal to the unpaid principal amount of cash (if any) specified in the surrendered NoteTransfer Notice, plus the fair market value of such non-cash consideration. Each If the applicable Purchaser and Parthenon cannot agree on such new Note cash value within ten Business days after Parthenon's receipt of the Transfer Notice, the valuation shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated made by an Independent Financial Expert at the date of the surrendered Note if no interest Transfer Notice. Parthenon will have fifteen (15) Business Days after the later of (a) its receipt of the Transfer Notice and (b) the date on which the fair market value of any non-cash consideration which is part of the Offered Price is determined (the "Parthenon Exercise Period") during which to notify such ------------------------- Purchaser in writing of its election to purchase or to have its assignees purchase all of the Offered Notes (an "Acceptance Notice") at the Offered Price. ----------------- Upon the delivery of the Acceptance Notice, Parthenon and such Purchaser shall have been paid thereonbe firmly bound to consummate the purchase and sale of the applicable Offered Notes in accordance with the Transfer Notice and the Acceptance Notice. Subject to the provisions hereof, within 45 days after the end of the Parthenon Exercise Period, Parthenon shall purchase and such Purchaser shall sell the applicable Offered Notes at a mutually agreeable time and place (the "Offered Notes Closing"). --------------------- At the Offered Notes Closing, such Purchaser shall deliver to Parthenon or its assignee certificates representing the Offered Notes to be purchased by Parthenon or its assignee and Parthenon or its assignee shall deliver to such Purchaser the applicable purchase price for such Offered Notes by wire transfer of immediately available funds (or by such other means as requested by such Purchaser) to an account(s) designated by such Purchaser. If Parthenon or its assignee does not elect to purchase all of the Offered Notes in accordance with this Section, then such Purchaser may transfer all of the Offered Notes, at a price which is not less than the Offered Price specified in the Transfer Notice to any Eligible Holder but only to the extent that such transfer occurs within 90 (ninety) days after expiration of the Parthenon Exercise Period; provided, however, that any such transfer of an -------- ------- amount less than $5,000,000 must be approved by the Company. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect Purchasers will give prompt written notice of any such transfer to the Company and Parthenon specifying the identity of Notesthe purchaser. Any transferee, by Notes not transferred within such 90-day period will again be subject to the transferee’s acceptance provisions of a this Section 14. The Company and any agent of the Company shall treat the Person in whose name any Note is registered in the transferee’s name (or Note Register as the name owner of such Note for the purpose of receiving payment of the transferee’s nominee)principal and premium (if any) and interest on such Note and for all other purposes whatsoever, shall whether or not such Note be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6overdue.

Transfer and Exchange of Notes. Upon surrender The holder of any Note, as applicable, may, prior to maturity or prepayment thereof, surrender such Note at the principal executive office of the Company Borrower for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify the Borrower in writing at least five (5) days in advance of such transfer or exchange. Within a reasonable time after such notice to the Borrower from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, the Borrower shall issue in exchange therefor another Note in denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note, duly endorsed or accompanied by Notes so transferred which shall be in a written instrument minimum denomination of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofOne Hundred Thousand Dollars ($100,000), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Note may request designate, and such transfer or exchange shall be made in such a manner that no gain or loss of principal or interest shall result therefrom. The Borrower shall have no obligation hereunder or under any Note to any person other than the registered holder of each such Note. Notwithstanding anything to the contrary contained herein, no Noteholder shall be permitted to transfer any of its Notes unless such Noteholder’s transferee has agreed in writing to be bound by the terms of this Agreement and the other Subordinated Notes Documents (and such transferee has expressly agreed in writing to assume such Noteholder’s obligations thereunder by executing a joinder substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date A hereto) to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of such Noteholder is a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeparty, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made including the representations and warranties set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Article IV hereof.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers – EP‑MN‑WS2N, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107‑2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107‑2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11‑A or Exhibit 1‑B, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon surrender (a) Where Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuers shall execute and the Notes Administrator shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any Note authorized denominations and of a like aggregate principal amount, at the principal executive office of the Company Registrar’s request. No service charge shall be made for any registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense Notes (except as provided belowotherwise expressly permitted herein), one or more new Notes (as requested by but the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax agency fee or governmental similar charge imposed payable in respect connection with any such registration of transfer or exchange of Notes (other than any agency fee or similar charge payable upon exchanges pursuant to Section 2.10, 3.08 or 9.05) or in accordance with an Offer to Purchase pursuant to Section 4.09 or Section 4.11, not involving a transfer. Upon presentation for exchange or transfer of any such transfer of Notes. Any transferee, Note as permitted by the transferee’s acceptance terms of a this Indenture and by any legend appearing on such Note, such Note registered shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the transferee’s name (or the name of the Holder (in the case of exchanges only) or the transferee’s nominee), as the case may be. No exchange or transfer of a Note shall be deemed to have effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Furthermore, the exchange or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or transfer is made by the representations set forth Holder or by a duly authorized attorney-in-fact at the office of the Registrar. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in Section 6. Notwithstanding anything form satisfactory to the contrary aboveIssuers and the Registrar, prior to duly executed by the Holder thereof or his attorney duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Neither the Registrar nor the Issuers shall be required (i) to issue, register the transfer of, or exchange any Note, Note during a period beginning at the Company shall have received opening of 5 Business Days before the day of the delivery of an opinion a notice of counsel satisfactory to redemption of Notes selected for redemption under Section 3.03 and ending at the Company covering close of business on the day of such matters as the Company may reasonably request, including that the Company will not be required delivery or (ii) to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance transfer of a or exchange any Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6so selected for redemption.

Transfer and Exchange of Notes. The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $1,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by of an identical Series and of a like aggregate principal amount, registered in the name of such transferee or transferees, subject to the terms of this Agreement. At the option of the holder thereofof any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations (subject in each case to the first sentence of this Section 13.2) in exchange therefor, in an of a like aggregate principal amount equal to the unpaid principal amount amount, upon surrender of the surrendered NoteNote to be exchanged at the principal office of the Company. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1Notes for such Series set forth in the applicable Exhibit. Each installment of principal payable on each installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any installment or installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall be dated carry the rights to unpaid interest and bear interest from to accrue which were carried by the date to which Note so exchanged or transferred, so that neither gain nor loss of interest shall have been paid on the surrendered Note result from any such transfer or dated the date of the surrendered Note if no interest shall have been paid thereonexchange. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters regarding the Note or participation as the Company Purchasers have made pursuant to Section 6.2, provided that such entity may reasonably request(in reliance upon information provided by the Company, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under Section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(a)(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (and of the same tranche if such series has multiple tranches) as requested by the holder thereof) thereof in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11 hereto or Exhibit 1 of the appropriate Supplement, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above6.1, prior to any transfer or exchange of any NoteSection 6.2 and Section 23(k), and the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required obligated to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a any Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made any transferee who cannot make the representations set forth in Section 66.1, Section 6.2 and Section 23(k) or with respect to any transfer that would result in a “prohibited transaction” within the meaning of Section 406 of ERISA.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), within fifteen Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided, however, that the Company shall not be required to execute any new Note, or register the transfer of any Note, to a transferee who is a Competitor of the Group unless an Event of Default has occurred and is continuing at the time of surrender of such Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11(a), 1(b), 1(c), 1(d), 1(e), 1(f) or 1(g) as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.3.

Transfer and Exchange of Notes. Upon surrender (a) Where Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuers 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 Note authorized denominations and of a like aggregate principal amount, at the principal executive office of the Company Registrar’s request. No service charge shall be made for any registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense Notes (except as provided belowotherwise expressly permitted herein), one or more new Notes (as requested by but the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax agency fee or governmental similar charge imposed payable in respect connection with any such registration of transfer or exchange of Notes (other than any agency fee or similar charge payable upon exchanges pursuant to Section 2.10, 3.08 or 9.05) or in accordance with an Offer to Purchase pursuant to Section 4.09 or Section 4.11, not involving a transfer. Upon presentation for exchange or registration of transfer of any such transfer of Notes. Any transferee, Note as permitted by the transferee’s acceptance terms of a this Indenture and by any legend appearing on such Note, such Note registered shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the transferee’s name (or the name of the Holder (in the case of exchanges only) or the transferee’s nominee), as the case may be. No exchange or transfer of a Note shall be deemed to have effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Furthermore, the exchange or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or registration of transfer is made by the representations set forth Holder or by a duly authorized attorney-in-fact at the office of the Registrar. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in Section 6. Notwithstanding anything form satisfactory to the contrary aboveIssuers and the Registrar, prior to duly executed by the Holder thereof or his attorney duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Neither the Registrar nor the Issuers shall be required (i) to issue, register the transfer of, or exchange any Note, Note during a period beginning at the Company shall have received opening of 5 Business Days before the day of the delivery of an opinion a notice of counsel satisfactory to redemption of Notes selected for redemption under Section 3.03 and ending at the Company covering close of business on the day of such matters as the Company may reasonably request, including that the Company will not be required delivery or (ii) to register the Notes as a result thereof. Any transfereetransfer of or exchange any Note so selected for redemption in whole or in part, by except the transferee’s acceptance unredeemed portion of a any Note registered being redeemed in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6part.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuers shall execute and deliver, at the Company’s Issuers’ expense (except as provided below), one or more new Notes of such Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note and each bearing the same legend as appears on the surrendered Note provided, however, that the Company shall not be required to execute any new Note, or register the transfer of any Note, to a transferee who is a Competitor of any Obligor. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of such Note for such Series as set forth in Exhibit 11.1(a), Exhibit 1.1(b), Exhibit 1.1(c) or Exhibit 1.1(d), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $250,000. Each holder that transfers Notes shall be deemed to have represented and warranted to the Issuers that such transfer has been effected in compliance with applicable securities laws. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company 6 hereof and shall have received the delivery of an opinion of counsel satisfactory agreed to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, abide by the transferee’s acceptance provisions of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 620 hereof.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank Trust Company, National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers — EP-MN-WS2N, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, a Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuers shall execute and deliver, at the Company’s Issuers’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note and each bearing the same legend as appears on the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Notes set forth in Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $250,000. Each holder that transfers Notes shall be deemed to have represented and warranted to the Issuers that such transfer has been effected in compliance with applicable securities laws. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company 6 hereof and shall have received the delivery of an opinion of counsel satisfactory agreed to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, abide by the transferee’s acceptance provisions of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 620 hereof.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note of any series to the Co-Issuers at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company Co-Issuers shall execute and deliver, at the Company’s Co-Issuers’ expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form set forth in the NPPA Series Supplement for such Series of Exhibit 1Notes. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Co-Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations and warranties set forth in Section 66.2. Notwithstanding anything to the contrary above, prior to any transfer or exchange Each Purchaser of Notes of any Note, the Company Series shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not automatically be required to register the Notes as a result thereof. Any transferee, bound by the transferee’s acceptance of a Note registered in terms and provisions (including the transferee’s name (or rights, protections, immunities and indemnities afforded the name Trustee) of the transferee’s nominee), Collateral Trust Indenture as though they were an original party thereto and shall be deemed entitled to have made all the representations set forth in Section 6rights and benefits and subject to all the duties and obligations thereunder without any further action on their part.

Transfer and Exchange of Notes. Notwithstanding anything else herein to the contrary, any Purchaser, may from time to time, at its option, sell, assign, transfer, negotiate or otherwise dispose of all or a portion of one or more of its Notes (including the Purchaser’s interest in this Agreement and the other Purchase Documents) to any Eligible Assignee. In the event of any such sale, transfer or other disposition, the Purchaser and relevant Transferee shall execute and deliver to the Agent and the Issuer an Assignment and Acceptance Agreement evidencing such sale, assignment, transfer or other disposition and the Issuer shall thereafter promptly register the Transferee thereof as the registered holder of the transferred Notes (provided, that any such Transferee shall be deemed a registered holder of the applicable Notes and a “Transferee” hereunder in the event of the Issuer’s failure to so register any such Transferee after it has received written notice of any such transfer) and Schedule I shall be automatically amended to reflect such transfer and any new Transferee and Notes held thereby. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuer shall execute and deliver, at the CompanyIssuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than (i) $400,000 at any time within five Business Days of the Closing Date, and (ii) $1,000,000 at any time thereafter, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000, provided further that Notes may be transferred in any denomination from a group of Affiliated holders to any Eligible Assignee or group of Eligible Assignees so long as (i) in respect of a transfer to a group of Eligible Assignees, such Eligible Assignees shall be Affiliates of each other, and (ii) the aggregate principal amount of Notes concurrently transferred shall be $1,000,000 or more. Any transfereeTransferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 64.02.

Transfer and Exchange of Notes. Each Holder agrees that so long as no Event of Default has occurred and is continuing hereunder, it will not knowingly (after reasonable investigation) sell any Notes or portions thereof to a Competitor. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in such Series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of Exhibit 11 or 2, as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as -39- Stericycle, Inc. Note Purchase Agreement provided below), one or more new Notes (as requested by the holder thereof) of the same Series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note of such Series may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Issuer shall execute and deliver, at the CompanyIssuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11 and shall be payable to any financial institution as such holder may request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 66.2. Notwithstanding anything herein to the contrary abovecontrary, prior if any original Purchaser proposes to transfer a Note to any Person (other than an Affiliate of such original Purchaser) such that after giving effect to such transfer or exchange the original Purchasers would own less that 50% of any Note, the Company shall have received the delivery aggregate principal amount of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as then outstanding, then, unless a result thereof. Any transfereeDefault or an Event of Default has occurred and is continuing at such time, by such transfer shall require the transfereeIssuer’s acceptance of a Note registered in the transferee’s name written consent (such consent not to be unreasonably withheld, conditioned or the name of the transferee’s nomineedelayed), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon With the Company’s consent (other than (x) after the occurrence and during the continuance of an Event of Default, (y) in connection with the transfer of such Notes to an Affiliate of Oaktree or (z) in connection with any pledge of the Notes), which consent shall not be unreasonably withheld, conditioned or delayed (other than in the case of transfers to bona fide competitors of the Company) (provided that the Company’s consent to an assignment shall be deemed to be given if the assigning Xxxxxx has not received a written objection to such assignment within ten (10) Business Days of the Company’s receipt of such request for consent), upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided that such new Notes shall be in electronic form (in “portable document format” (“.pdf”) form or any other electronic form). Each such new Note shall be payable to such Person as such holder Holder may request (provided that, except (x) after the occurrence and during the continuance of an Event of Default, (y) in connection with the transfer of such Notes to an Affiliate of Oaktree or (z) in connection with any pledge of the Notes, the Company consents to such Person becoming a Holder, such consent not to be unreasonably withheld, conditioned or delayed (other than in the case of transfers to bona fide competitors of the Company) and shall be substantially in the form of Exhibit 1; provided that the Company’s consent to an assignment shall be deemed to be given if the assigning Holder has not received a written objection to such assignment within ten (10) Business Days of the Company’s receipt of such request for consent. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than $1,000,000, provided that, if necessary to enable the registration of transfer by the transferee’s acceptance a Holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $1,000,000. Notwithstanding anything herein to the contrary abovecontrary, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company Notes may reasonably request, including that the Company will not be required transferred to register a Person that is not a “Qualified Institutional Buyer” (as defined in Rule 144A under the Notes Securities Act) or an “Accredited Institutional Investor” (as a result thereof. Any transferee, by defined in Rule 501 of Regulation D under the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nomineeSecurities Act), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note of a Series may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.2, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender request by a Holder of any a Note at or Pre-Funded Warrant, and such Holder’s compliance with the principal executive office provisions of this Section 9.2, the Company shall register the transfer or exchange of the Company for Note or the Pre-Funded Warrant. Prior to such registration of transfer or exchange (and in exchange, the case of a requesting Holder shall present or surrender for registration of transfer, to the Company the Notes or Pre-Funded Warrants duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company duly executed by the registered holder of such Note Holder or such holder’s attorney by its attorney, duly authorized in writing and accompanied by writing. In addition, the address for notices requesting Holder shall provide (i) an opinion of each transferee counsel to such Holder in a form reasonably satisfactory to the Company that registration of such Note transfer or part thereof)exchange is not required under the Securities Act and (ii) any additional certifications, the Company shall execute documents, and deliverinformation, at the Company’s expense (except as provided below)applicable, one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal required pursuant to the unpaid principal amount following provisions of the surrendered Notethis Section 9.2. Each such new Note or new Pre-Funded Warrant shall be payable to such Person as such holder Holder may request and shall be substantially in the form of Exhibit 1note or form of pre-funded warrant specified for the Notes and Pre-Funded Warrants hereunder. Each such new Note or Pre-Funded Warrant shall be dated and (in the case of a Note) bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers – EP‑MN‑WS2N, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107‑2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107‑2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon surrender of any Note to the Obligor Agent at the principal executive office address of the Company and to the attention of the designated officer (all as specified in Section 18(iii)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Obligor Agent shall, and shall cause each of the other Obligors to, execute and deliver, at the Company’s Obligors’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, therefor and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 11(a) or Exhibit 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Obligor Agent may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything 6.1 and Section 6.2 with respect to the contrary aboveNotes and, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee)addition, shall be deemed to have made represent that either (a) the transferee is not, and is not acting on behalf of, an employee benefit plan or plan subject to ERISA or Section 4975 of the Code, or (b) the transfer of the Note to, and the holding of the Note by, the transferee is exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code as a result of an applicable class or statutory prohibited transaction exemption. The Obligors shall not, however, be required to register any transfer of a Note if, acting in its reasonable discretion, the Obligor Agent believes such transfer is in violation of applicable law or the representations of the transferee set forth in Section 6Sections 6.1 and 6.2 are not true and correct.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuers shall execute and deliver, at the Company’s Issuers' expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than $100,000 and there shall be no more than twenty-five holders of Notes at any time, provided that any group of two or more holders whose investments in the Notes are managed by the transferee’s acceptance same Person shall be deemed to be one holder of Notes solely for purposes of determining whether such limitation on the number of holders has been exceeded, provided further that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Subject to the provisions of this Section 13.2, any Purchaser may transfer or exchange any Note if, in the case of a Note registered transfer, the representations set forth in the transferee’s name Section 6.1 (or the name of the transferee’s nominee), except that a transferee shall not be deemed to have made the representations set forth representation that its purchase of such Notes is not with a view to distribution thereof) and Section 6.2 are true and correct, with the word "Purchaser" used in Section 6. Notwithstanding anything such section referring to the contrary above, prior to any transfer or exchange of any Note, the transferee. The Company shall have received not be obligated to register a transfer of Notes pursuant to this Section 13.2 if the delivery of an opinion of counsel satisfactory transferee has given notice to the Company covering such matters as of the names of employee benefit plans pursuant to Section 6.2(c) or Section 6.2(g) and the Company may has determined that an acquisition of Notes by the insurance company pooled separate account or bank collective investment fund in which such employee benefit plans have an interest, or by the employee benefit plan disclosed pursuant to Section 6.2(g), is reasonably requestlikely to result in a transaction prohibited by section 406 of ERISA, including provided that the Company will not be required gives notice of such determination to register the registered holder of such Notes as a result thereof. Any transferee, by and the transferee’s acceptance proposed transferee within 5 Business Days after delivery to the Company of a Note registered in such notice setting forth the transferee’s name (or the name names of the transferee’s nominee), shall be deemed relevant employee benefit plans and a brief written description of the prohibited transaction that the Company has determined is reasonably likely to have made the representations set forth in Section 6result from such transfer.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Except as provided in the next succeeding sentence, Notes shall not be transferred in denominations of less than $5,000,000. Notes may be issued in denominations of less than $5,000,000 if issued in connection with any transfer to one or more Prudential Affiliates or if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section Article 6. Notwithstanding anything to the contrary above; provided, prior to any transfer or exchange of any Notehowever, that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register effect any such transfer if the Notes as a result thereofCompany is legally unable to deliver the certificate described in the penultimate paragraph of Section 6.2. Any transferee, by the transferee’s acceptance Each Purchaser and transferee of a Note registered which is not already a party to the Subsidiary Guaranty shall execute and deliver a joinder agreement in the transferee’s name (or form attached as Exhibit A to the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Subsidiary Guaranty.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and Exhibit 10(z) (continued) all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Administrative Agent agrees with Lessor that Administrative Agent shall keep a register (herein sometimes referred to as the "Note Register") in which provisions shall be made for the registration of Notes and the registration of transfers of Notes. The Note Register shall be kept at the Corporate Trust Office of Administrative Agent, and Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at the principal executive office Corporate Trust Office, Lessor shall execute, and Administrative Agent shall authenticate and deliver, in the name of the Company designated transferee or transferees, one or more new Notes of a like aggregate principal amount and of the same series and the Notes so surrendered shall be canceled. At the option of any Lender, Notes held by such holder may be exchanged for other Notes of the same series of any authorized denominations, of like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office. Each new Note delivered upon transfer or exchange shall be in a principal amount of at least $500,000 (or such lesser amount as shall equal the entire outstanding principal amount of all Notes held by any Lender) and dated the date of the surrendered Note. Whenever any Notes are so surrendered for exchange, Lessor shall execute, and Administrative Agent shall authenticate and deliver, the Notes which the Lender making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of Lessor evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (and in the case of a surrender for registration of transferif so required by Administrative Agent) be duly endorsed, duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to Administrative Agent duly executed by the registered holder of such Note thereof or such holder’s his attorney duly authorized in writing and accompanied by writing. Administrative Agent shall make a notation on each new Note of the address for notices amount of each transferee all payments of such principal previously made on the old Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal with respect to the unpaid principal amount of the surrendered Note. Each which such new Note shall be payable to such Person as such holder may request is issued and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered such old Note or dated the date of the surrendered Note if no interest Notes has been paid. Lessor shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the exchange any surrendered Notes as a result thereof. Any transferee, by above provided during the transferee’s acceptance three calendar day period preceding the due date of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6any payment on such Note.