Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series (a) Interests in the Regulation S Global Note and the Restricted Global Note shall be issued in registered form and shall be transferable only upon exchangeable or transferable, as the surrender case may be, for physical delivery of a Note of this Series for registration of transfer and in compliance with Appendix A of Certificated Notes if (i) DTC notifies the Base Indenture. When Notes of this Series are presented Issuer that it is unwilling or unable 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 this Series of other denominations, the Registrar will register the transfer or make the exchange continue as requested if its requirements depositary for such transactions are met. To permit registrations Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of transfers Default has occurred and exchangesis continuing with respect to such Notes, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may provided that such transfer or exchange Notes of this Series only is made in accordance with the Indentureprovisions of this Indenture and the Applicable Procedures. Upon receipt of notice by DTC or the Trustee, as the case may be, regarding the occurrence of any transfer or exchangeof the events described in the preceding paragraph, the Registrar Issuer shall use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee may require a Holder in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes of this Seriesissued in exchange for the Restricted Global Note, among other things, to furnish appropriate endorsements or transfer documentssuch Certificated Notes shall bear the Securities Act Legend. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but Upon the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the CompanySecurities Act Legend on a Note, the TrusteeIssuer shall deliver only Notes that bear such Securities Act Legend, any agent or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Issuer a certificate in the form of Exhibit D or Exhibit F, as the case may be, or such satisfactory evidence as may reasonably be required by the Issuer, which may include an Opinion of Counsel, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name Securities Act. The Trustee shall exchange a Note of this Series is registered as bearing the absolute owner of Securities Act Legend for a Note not bearing such Note for all purposesSecurities Act Legend only if it has been directed to do so in writing by the Issuer, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note upon which direction it may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeconclusively rely.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 of this Series Agreement a register (the "Register") for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering the Certificates and transfers and exchanges of the Certificates as herein provided. A Certificateholder may transfer or exchange a Certificate by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Agreement, including providing a written certificate or other evidence of compliance with any restrictions on transfer; provided that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be issued in registered form and provided to the Trustee by the Company). No such transfer shall be transferable only upon effected until, and such transferee shall succeed to the surrender rights of a Note of this Series for Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in compliance with Appendix A such Global Certificate may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Base IndentureCertificate shall be required to be reflected in a book entry. When Notes of this Series Certificates are presented to the Registrar or a co-registrar with a request to register a the transfer or to exchange them for an equal principal face amount of Notes of this Series Certificates of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only exchanges in accordance with the Indenture. Upon any transfer or exchangeterms, conditions and restrictions hereof, the Registrar Trustee shall execute and authenticate Certificates at the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsRegistrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)of the Certificates, but the Company Trustee may require payment by the transferor of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the Guarantors, the Trustee, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, registration of the transfer by the Registrar in the Note Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchangesexchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made to any Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.08. Prior 4.11, 4.12 or 9.04). The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.09 and ending at the close of business on the day of such mailing or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeParent Guarantor, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Parent Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. (a) The Notes Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.11 of this Series Agreement a register (the "Register") for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering the Certificates and transfers and exchanges of the Certificates as herein provided. A Certificateholder may transfer a Certificate by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Agreement, including providing a written certificate or other evidence of compliance with any restrictions on transfer. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered form as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, the Depositary shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Certificate shall be transferable only upon the surrender of required to be reflected in a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenturebook entry. When Notes of this Series Certificates are presented to the Registrar or a co-registrar with a request to register a the transfer or to exchange them for an equal principal face amount of Notes of this Series Certificates of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only exchanges in accordance with the Indenture. Upon any transfer or exchangeterms, conditions and restrictions hereof, the Registrar Trustee shall execute and authenticate Certificates at the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsRegistrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)of the Certificates, but the Company Trustee may require payment by the transferor of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of therewith (other than any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company such transfer taxes or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued similar governmental charges payable upon any transfer or exchange exchanges pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer Section 3.11 or exchange9.07).

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes Company shall cause to be kept at the Principal Office of this Series the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall be issued in registered form and shall be transferable only upon provide for the surrender of a Note of this Series for registration of transfer Securities and in compliance with Appendix A of transfers of Securities. Such register is herein sometimes referred to as the Base Indenture. When Notes of this Series 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. "Securities Register." To permit registrations of transfers and exchangestransfers, the Company shall execute and the Trustee shall authenticate Notes of this Series Definitive Securities and Global Securities at the Security Registrar’s 's request. A Holder All Definitive Securities and Global Securities issued upon any registration of Notes of this Series may transfer or exchange Notes of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Series only in accordance with Indenture, as the Indenture. Upon any Definitive Securities or Global Securities surrendered upon such registration of transfer or exchange. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated for that purpose the Company shall execute, the Registrar and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same original issue date and Stated Maturity Date and having the same terms. At the option of the holder, Securities may require be exchanged for other Securities of the same series of any authorized denominations, of a Holder like aggregate principal amount, of Notes the same original issue date and Stated Maturity Date and having the same terms, upon surrender of this Seriesthe Securities to be exchanged at such office or agency. Whenever any securities are so surrendered for exchange, among other thingsthe Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to furnish appropriate endorsements or transfer documentsreceive. No service charge shall be made to a holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Company shall not be required to (i) issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Prior to due presentment for the registration of a transfer of any Note of this Series for registration of transfer, the CompanySecurity, the Trustee, the Company and any agent of the Company Trustee or the Trustee, the Paying Agent and the Registrar Company may deem and treat the Person in whose name a Note of this Series any Security is registered as the absolute owner of such Note for all purposes, including Security for the purpose of receiving payment of principal of, of and any premium and any interest, if any, interest on such Note and for all other purposes whatsoeverSecurities, whether or not such Note be overdue, and none of the Company, neither the Trustee, nor the Paying Agent Company nor any agent of the Trustee or the Registrar Company shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. (a)......The Notes Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.11 of this Series Agreement a register (the "Register") for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering the Certificates and transfers and exchanges of the Certificates as herein provided. A Certificateholder may transfer a Certificate by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Agreement, including providing a written certificate or other evidence of compliance with any restrictions on transfer. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered form as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent), and that ownership of a beneficial interest in the Certificate shall be transferable only upon the surrender of required to be reflected in a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenturebook entry. When Notes of this Series Certificates are presented to the Registrar or a co-registrar with a request to register a the transfer or to exchange them for an equal principal face amount of Notes of this Series Certificates of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only exchanges in accordance with the Indenture. Upon any transfer or exchangeterms, conditions and restrictions hereof, the Registrar Trustee shall execute and authenticate Certificates at the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsRegistrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)of the Certificates, but the Company Trustee may require payment by the transferor of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of therewith (other than any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company such transfer taxes or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued similar governmental charges payable upon any transfer or exchange exchanges pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer Section 3.11 or exchange9.07).

Transfer and Exchange. (a) The Notes Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.11 of this Series Agreement a register (the "Register") for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering the Certificates and transfers and exchanges of the Certificates as herein provided. A Certificateholder may transfer a Certificate by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Agreement, including providing a written certificate or other evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar; provided that no exchange of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be issued in registered form and provided to the Trustee by the Company). No such transfer shall be transferable only upon effected until, and such transferee shall succeed to the surrender rights of a Note of this Series for Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in compliance with Appendix A such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent), and that ownership of a beneficial interest in the Base IndentureCertificate shall be required to be reflected in a book entry. When Notes of this Series Certificates are presented to the Registrar or a co-registrar with a request to register a the transfer thereof or to exchange them for an equal principal face amount of Notes of this Series Certificates of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only exchanges in accordance with the Indenture. Upon any transfer or exchangeterms, conditions and restrictions hereof, the Registrar Trustee shall execute and authenticate Certificates at the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsRegistrar's request. No service charge shall be made to a Certificateholder for any registration of transfer or exchange (except as otherwise expressly permitted herein)of the Certificates, but the Company may Trustee shall require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series All Certificates surrendered for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to canceled and subsequently destroyed by the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeTrustee.

Transfer and Exchange. The Notes A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for Indenture. No such registration of transfer shall be effected until, and in compliance with Appendix A such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the Base Indenturetransfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeCo-Issuer, any agent of the Company or Subsidiary Guarantors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the Co-Issuer, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The (a) Interests in the Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of Certificated Notes if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes, provided that such transfer or exchange is made in accordance with the provisions of this Series shall be issued in registered form Indenture and shall be transferable only upon the surrender Applicable Procedures. Upon receipt of a Note notice by DTC or the Trustee, as the case may be, regarding the occurrence of this Series for registration of transfer and in compliance with Appendix A any of the Base Indenture. When Notes of this Series are presented to events described in 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchangespreceding paragraph, the Company shall execute use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global Note, such Certificated Notes shall authenticate Notes of this Series at bear the Registrar’s requestSecurities Act Legend. A Holder Upon the transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchangeSecurities Act Legend on a Note, the Registrar and Company shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the Trustee case may require a Holder of Notes of this Seriesbe, among other things, unless there is delivered to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company a certificate in the form of Exhibit D or Exhibit F, as the case may require payment of a sum sufficient to cover any transfer tax be, or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, such satisfactory evidence as may reasonably be required by the Company, which may include an Opinion of Counsel, that neither the Trustee, any agent Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name Securities Act. The Trustee shall exchange a Note of this Series is registered as bearing the absolute owner of Securities Act Legend for a Note not bearing such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, Securities Act Legend only if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of it has been directed to do so in writing by the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note upon which direction it may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeconclusively rely.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series the same type of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Notes, the Company, the TrusteeNote Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, any Note Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Note Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Guarantors, the Trustee, and any agent of the Company, the Guarantors or the Trustee shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Registrar for registration such Global Note (or its agent) and that ownership of transfer and a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or transfer or exchanges of any Notes for a period of 15 days before a selection of Notes to be redeemed or between a Record Date and the related Interest Payment Date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the Guarantors, the Trustee, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 of this Series Agreement a register (the "Register") for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering the Certificates and transfers and exchanges of the Certificates as herein provided. A Certificateholder may transfer a Certificate by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Agreement, including providing a written certificate or other evidence of compliance with any restrictions on transfer. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered form as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, the Depositary shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Certificate shall be transferable only upon the surrender of required to be reflected in a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenturebook entry. When Notes of this Series Certificates are presented to the Registrar or a co-registrar with a request to register a the transfer or to exchange them for an equal principal face amount of Notes of this Series Certificates of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only exchanges in accordance with the Indenture. Upon any transfer or exchangeterms, conditions and restrictions hereof, the Registrar Trustee shall execute and authenticate Certificates at the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsRegistrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)of the Certificates, but the Company Trustee may require payment by the transferor of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of therewith (other than any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company such transfer taxes or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued similar governmental charges payable upon any transfer or exchange exchanges pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer Section 3.10 or exchange9.07).

Transfer and Exchange. The Notes are issuable only in --------------------- registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); PROVIDED that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for Indenture. No such registration of transfer shall be effected until, and in compliance with Appendix A such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the Base Indenturetransfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.06. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any (subject to paragraph 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the TrusteeGuarantors, the Paying Agent Agent, the Trustee or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon registration of the transfer by the Registrar in the Note Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company or the Trustee shall treat the Person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchangesexchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made to any Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.08, 4.11, 4.12 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.08 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be canceled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Notes, the CompanyIssuer, the Subsidiary Guarantors, the Trustee, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any (subject to the record date provisions of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, any Subsidiary Guarantor (if applicable), the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The (a) Interests in the Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of Certificated Notes if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes, provided that such transfer or exchange is made in accordance with the provisions of this Series shall be issued in registered form Indenture and shall be transferable only upon the surrender Applicable Procedures. Upon receipt of a Note notice by DTC or the Trustee, as the case may be, regarding the occurrence of this Series for registration of transfer and in compliance with Appendix A any of the Base Indenture. When Notes of this Series are presented to events described in 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchangespreceding paragraph, the Company shall execute use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global Note, such Certificated Notes shall authenticate Notes of this Series at bear the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the IndentureSecurities Act Legend. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the Securities Act Legend on a Note, the Company shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Company a certificate in the form of Exhibit D or Exhibit F, as the case may be, or such satisfactory evidence as may reasonably be required by the Company, which may include an Opinion of Counsel, that neither the Trustee, any agent Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name Securities Act. The Trustee shall exchange a Note of this Series is registered as bearing the absolute owner of Securities Act Legend for a Note not bearing such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, Securities Act Legend only if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of it has been directed to do so in writing by the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note upon which direction it may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeconclusively rely.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a)(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s or co-registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.06. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and Agent, the Registrar and any co-registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, (subject to Section 2 of the Notes) interest on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series the same type of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Notes, the CompanyIssuer, the TrusteeNote Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, any Note Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor of this Indenture are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes (i) selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) (ii) for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, interest on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The (a) Interests in the Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of Certificated Notes if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes, provided that such transfer or exchange is made in accordance with the provisions of this Series shall be issued in registered form Indenture and shall be transferable only upon the surrender Applicable Procedures. Upon receipt of a Note notice by DTC or the Trustee, as the case may be, regarding the occurrence of this Series for registration of transfer and in compliance with Appendix A any of the Base Indenture. When Notes of this Series are presented to events described in 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchangespreceding paragraph, the Company shall execute use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global Note, such Certificated Notes shall authenticate Notes of this Series at bear the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the IndentureSecurities Act Legend. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the Securities Act Legend on a Note, the Company shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Company a certificate in the form of Exhibit C or Exhibit E, as the case may be, or such satisfactory evidence as may reasonably be required by the Company, which may include an Opinion of Counsel, that neither the Trustee, any agent Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name Securities Act. The Trustee shall exchange a Note of this Series is registered as bearing the absolute owner of Securities Act Legend for a Note not bearing such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, Securities Act Legend only if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of it has been directed to do so in writing by the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note upon which direction it may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeconclusively rely.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); PROVIDED that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes of any series, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to SECTION 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes of such series selected for redemption under SECTION 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, registration of the transfer by the Registrar in the Note Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchangesexchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made to any Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.08. Prior 4.11, 4.12 or 9.04). The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.09 and ending at the close of business on the day of such mailing or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Notes, the CompanyIssuers, the Guarantors, the Trustee, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes Securities of each series are issuable only in registered form. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the Person in whose name the Security is registered form and as the owner thereof for all purposes whether or not the Security shall be transferable only upon overdue, and none of the surrender Company, the Trustee or any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Note Global Security shall, by acceptance of this Series for registration such Global Security, agree that transfers of transfer beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureGlobal Security shall be required to be reflected in a book entry. When Notes Securities of this Series any series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes Securities of this Series the same series of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Securities are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series Securities at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of therewith (other than any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company such transfer taxes or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued similar governmental charge payable upon any transfer or exchange exchanges pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer Section 3.09 or exchangeSection 9.05).

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, Section 3.08 or Section 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes may be transferred or exchanged at the office of the Registrar or co-registrar designated by the Company. Where Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series 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 this Series of other denominationsthe same Series, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.05). Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of Neither the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or nor the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by required (a) to issue, register the holder transfer of, or exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Notes of that Series selected for redemption and ending at the close of business on the day of such Global Note (or its agent) mailing, or (b) to register the transfer of or exchange Notes of any holder Series selected, called or being called for redemption as a whole or a portion thereof, except the unredeemed portion of Notes being redeemed in part. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Each Holder of a beneficial interest Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Xxxxxx’s Note in such Global Note, and that ownership violation of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes any provision of this Series issued upon any transfer Indenture and/or applicable U.S. federal or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangestate securities laws.

Transfer and Exchange. The Notes of this Series (a) Interests in the Regulation S Global Note and the Restricted Global Note shall be issued in registered form and shall be transferable only upon exchangeable or transferable, as the surrender case may be, for physical delivery of a Note of this Series for registration of transfer and in compliance with Appendix A of Certificated Notes if (i) DTC notifies the Base Indenture. When Notes of this Series are presented Issuer that it is unwilling or unable 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 this Series of other denominations, the Registrar will register the transfer or make the exchange continue as requested if its requirements depositary for such transactions are met. To permit registrations Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within 90 days, or (ii) an Event of transfers Default has occurred and exchangesis continuing with respect to such Notes, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may provided that such transfer or exchange Notes of this Series only is made in accordance with the Indentureprovisions of this Indenture and the Applicable Procedures. Upon receipt of notice by DTC or the Trustee, as the case may be, regarding the occurrence of any transfer or exchangeof the events described in the preceding paragraph, the Registrar Issuer shall use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee may require a Holder in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes of this Seriesissued in exchange for the Restricted Global Note, among other things, to furnish appropriate endorsements or transfer documentssuch Certificated Notes shall bear the Securities Act Legend. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but Upon the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the CompanySecurities Act Legend on a Note, the TrusteeIssuer shall deliver only Notes that bear such Securities Act Legend, any agent or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Issuer a certificate in the form of Exhibit C or Exhibit E, as the case may be, or such satisfactory evidence as may reasonably be required by the Issuer, which may include an Opinion of Counsel, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name Securities Act. The Trustee shall exchange a Note of this Series is registered as bearing the absolute owner of Securities Act Legend for a Note not bearing such Note for all purposesSecurities Act Legend only if it has been directed to do so in writing by the Issuer, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note upon which direction it may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeconclusively rely.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, registration of the transfer by the Registrar in the Note Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchangesexchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made to any Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.09, 4.04 or 10.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.04 hereof and ending at the close of business on the day of such mailing or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission, the Trustee shall have received notice of such effectiveness by the Company and provided further that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The (a) Interests in the Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of Certificated Notes only if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes, provided that such transfer or exchange is made in accordance with the provisions of this Series shall be issued in registered form Indenture and shall be transferable only upon the surrender Applicable Procedures. Upon receipt of a Note notice by DTC or the Trustee, as the case may be, regarding the occurrence of this Series for registration of transfer and in compliance with Appendix A any of the Base Indenture. When Notes of this Series are presented to events described in 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchangespreceding paragraph, the Company shall execute use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global Note, such Certificated Notes shall authenticate Notes of this Series at bear the Registrar’s requestSecurities Act Legend. A Holder Upon the transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchangeSecurities Act Legend on a Note, the Registrar and Company shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the Trustee case may require a Holder of Notes of this Seriesbe, among other things, unless there is delivered to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company a certificate in the form of Exhibit C or Exhibit E, as the case may require payment of a sum sufficient to cover any transfer tax be, or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, such satisfactory evidence as may reasonably be required by the Company, which may include an Opinion of Counsel, that neither the Trustee, any agent Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name Securities Act. The Trustee shall exchange a Note of this Series is registered as bearing the absolute owner of Securities Act Legend for a Note not bearing such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, Securities Act Legend only if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of it has been directed to do so in writing by the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note upon which direction it may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeconclusively rely.

Transfer and Exchange. The Notes A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for Indenture. No such registration of transfer shall be effected until, and in compliance with Appendix A such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the Base Indenturetransfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, any Agent and any agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, any Agent nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the SEC and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing or sending of a notice of redemption of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository. The transferor of any note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange. The Notes A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for Indenture. No such registration of transfer shall be effected until, and in compliance with Appendix A such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the Base Indenturetransfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the SEC and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Notes, the CompanyIssuer, the Trustee, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall may be issued in registered form and shall be transferable only upon the surrender of exchanged for a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal like aggregate principal amount of Notes of this Series of other authorized denominations. Notes to be exchanged shall be surrendered at the Borrower's principal office, and the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company Borrower shall execute and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of this Series which the Noteholder making the exchange shall be entitled to receive. The Borrower shall keep or cause to be maintained at said office or agency a register (herein sometimes referred to as the Registrar’s request. A Holder "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Borrower shall register Notes and shall register the transfer of Notes as in this Article II provided. For the purposes of this Series may transfer registration, exchange, registration of transfer, redemption or exchange Notes conversion of this Series only in accordance with Notes, the IndentureTrustee is hereby appointed Note Registrar. Upon surrender for registration of transfer of any transfer Note at said office or exchangeagency, the Registrar Borrower shall execute and the Trustee may require shall authenticate and deliver in the name of the transferee or transferees a Holder new Note or Notes in a like aggregate principal amount. At all reasonable times the Note Register shall be open for inspection by the Trustee. No transfer of any Note shall be valid unless made at said office or agency. All Notes presented or surrendered for registration of this Seriestransfer, among other thingsexchange, conversion or payment shall (if so required by the Borrower or the Trustee) be accompanied by a written instrument or instruments of transfer, in form satisfactory to furnish appropriate endorsements the Borrower and the Trustee, duly executed by the registered Noteholder or transfer documentshis attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Notes, or exchange (except as otherwise expressly permitted herein)issue of new Notes in case of partial prepayment or conversion, but the Company Borrower may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewithrelation thereto. Prior The Borrower shall not be required (i) to due presentment of issue, register the transfer of, or exchange any Note during a period beginning at the opening of this Series for registration business 15 days before the mailing of transfer, the Company, the Trustee, any agent a notice of redemption of the Company or Notes selected for redemption and ending on the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner day of such Note for all purposesmailing, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (bii) any holder to register the transfer of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to any Note so selected for redemption in whole or in part, except the terms unredeemed portions of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangebeing redeemed in part.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee Trustee, upon receipt of an Authentication Order, shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected or incur any liability by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar, Paying Agent or Transfer Agent shall have any responsibility or incur any liability for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Issuer, the Trustee, and any agent of the Issuer shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.06. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any (subject to paragraph 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the TrusteeGuarantors, the Paying Agent Agent, the Trustee or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Exchange Note of this Series shall, by acceptance of such beneficial interestGlobal Exchange Note, agree that transfers of beneficial interests interest in such Global Exchange Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Exchange Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Exchange Note, and that ownership of a beneficial interest in such Global Exchange Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this SeriesHolder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) Interests in the holder of such Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of Certificated Notes if (i) DTC notifies the Company that it is unwilling or its agent) or (b) any holder of a beneficial interest in unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, or (ii) the Company executes and delivers to the Trustee a Company Order stating that ownership of a beneficial interest in such Global Note shall be so exchangeable. Upon receipt of notice by DTC or the Trustee, as the case may be, regarding the occurrence of any of the events described in the preceding paragraph, the Company shall use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global Note, such Certificated Notes shall bear the Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the Securities Act Legend on a Note, the Company shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Company a certificate in the form of Exhibit C or Exhibit E, as the case may be, or such satisfactory evidence as may reasonably be required by the Company, which may include an Opinion of Counsel, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to ensure compliance with the terms provisions of the Indenture Securities Act. The Trustee shall evidence exchange a Note bearing the same debt and shall be entitled Securities Act Legend for a Note not bearing such Securities Act Legend only if it has been directed to do so in writing by the same benefits under the Indenture as such Notes surrendered Company, upon such transfer or exchangewhich direction it may conclusively rely.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Second Lien Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges payable on transfer that are required by law in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeGuarantors, any agent of the Company or the Second Lien Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Guarantors, the Second Lien Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Second Lien Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Second Lien Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes of this Series shall be issued in registered form without interest coupons and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. A. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of this Series an Authentication Order in accordance with Section 2.2 or at the Registrar’s request. A Holder of All Global Notes of this Series may transfer or exchange and Definitive Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for issued upon any registration of transfer or exchange (except of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Company, as otherwise expressly permitted herein), but the Company may require payment Global Notes or Definitive Notes surrendered upon such registration of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewithexchange. Prior to due presentment for the registration of a transfer of any Note of this Series for registration of transferNote, the CompanyRegistrar, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar Company may deem and treat the Person in whose name a any Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal ofprincipal, and any premium and any interestpremium, if any, and (subject to the Regular Record Date provisions of the Notes) interest on such Note Notes and for all other purposes whatsoever, whether or not such Note be overduepurposes, and none of the Company, the Trustee, the Paying Registrar, any Agent or the Registrar Company shall be affected by notice to the contrary. Any holder Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 3.2, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a beneficial interest in a Global Note like aggregate principal amount. At the option of this Series shallthe Holder, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note Notes may be effected only through a book-entry system maintained by (a) the holder exchanged for other Notes of such Global Note (any authorized denomination or its agent) or (b) any holder denominations of a beneficial interest in like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global NoteNotes or Definitive Notes are so surrendered for exchange, the Company shall execute, and that ownership the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of a beneficial interest in such Global Note shall be Section 2.2. All certifications, certificates and Opinions of Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.6 to effect a book entry. All Notes registration of this Series issued upon any transfer or exchange pursuant may be submitted by mail or by facsimile or electronic transmission. None of the Trustee, the Principal Paying Agent or the Co-Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture shall evidence this Indenture, and to examine the same debt and shall be entitled to determine substantial compliance as to form with the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeexpress requirements hereof.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenturetransfer. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if the requirements of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Notes are presented to the Registrar with a request to exchange them for an equal aggregate principal amount of Notes of this Series the same series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this SeriesHolder, among other things, to furnish appropriate endorsements or transfer documentsdocuments and to pay any taxes required by law or permitted by this Indenture. No service charge The Company shall not be made required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transferNote, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and or the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (ai) the holder Holder of such Global Note (or its agent) or (bii) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed or between a Record Date and the relevant Interest Payment Date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the “Notes Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of this Series Notes and the registration of transfers and exchanges of Notes. The Note Administrator is hereby initially appointed “Note Registrar” for the purpose of maintaining the Note Registrar and registering Notes and transfers and exchanges of such Notes with respect to the Notes Register kept in the United States as herein provided. Upon any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Note Registrar. The name and address of each Noteholder and the principal amounts and stated interest of each such Noteholder in its Notes shall be issued recorded by the Notes Registrar in registered form the Notes Register. If a Person other than the Note Administrator is appointed by the Issuer as Notes Registrar, the Issuer shall give the Note Administrator prompt written notice of the appointment of a successor Notes Registrar and of the location, and any change in the location, of the Notes Register, and the Note Administrator shall have the right to inspect the Notes Register at all reasonable times and to obtain copies thereof and the Note Administrator shall have the right to rely upon a certificate executed on behalf of the Notes Registrar by an Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and numbers of such Notes. In addition, the Note Registrar shall be transferable only required, within one Business Day of each Record Date, to provide the Note Administrator with a copy of the Note Registrar in the format required by, and with all accompanying information regarding the Noteholders as may reasonably be required by the Note Administrator. Subject to this Section 2.5, upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of any Notes at the office or agency of the Base Indenture. When Issuer to be maintained as provided in Section 7.2, the Issuer shall execute, and the Note Administrator shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of this Series are presented to any authorized denomination and of a like aggregate principal amount. At the Registrar or a co-registrar with a request to register a transfer or to exchange them option of the Holder, Notes may be exchanged for an equal principal amount of Notes of this Series like terms, in any authorized denominations and of other denominationslike aggregate principal amount, upon surrender of the Notes to be exchanged at the office or agency of the Issuer to be maintained as provided in Section 7.2. Whenever any Note is surrendered for exchange, the Registrar will register Issuer shall execute, and the transfer or make Note Administrator shall authenticate and deliver, the Notes that the Holder making the exchange as requested if its requirements for such transactions are metis entitled to receive. To permit registrations All Notes issued and authenticated upon any registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Series only in accordance with Indenture and Credit Agreement, as the Indenture. Upon any Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Registrar Issuer and the Trustee may require a Notes Registrar, duly executed by the Holder of Notes of this Series, among other things, to furnish appropriate endorsements thereof or transfer documentshis attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)of Notes, but the Company Note Administrator may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent Neither of the Company Notes Registrar or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note Issuer shall be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business fifteen (15) days before any selection of Notes to be reflected in a book entry. All Notes redeemed and ending at the close of this Series issued upon any business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeany Note so selected for redemption.

Transfer and Exchange. The Senior Notes of this Series shall be issued are issuable only in --------------------- registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s requestform. A Holder may transfer a Senior Note only by written application to the Security Registrar stating the name of Notes the proposed transferee and otherwise complying with the terms of this Series may transfer or exchange Notes of this Series only in accordance with Fourth Supplemental Indenture and the Original Indenture. Upon any No such transfer or exchangeshall be effected until, and such transferee shall succeed to the Registrar and the Trustee may require rights of a Holder of Notes of this Seriesonly upon, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any final acceptance and registration of the transfer or exchange (except as otherwise expressly permitted herein), but by the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable Security Registrar in connection therewiththe Security Register. Prior to due presentment the registration of any Note of this Series for registration of transfertransfer by a Holder as provided herein, the CompanyOperating Partnership, the Trustee, and any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and Operating Partnership shall treat the Person person in whose name a the Senior Note of this Series is registered as the absolute owner of such Note thereof for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such the Senior Note shall be overdue, and none of neither the CompanyOperating Partnership, the Trustee, the Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any holder Furthermore, any Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Senior Note shall be required to be reflected in a book entry. All When Senior Notes are presented to the Security Registrar with a request to register the transfer or to exchange them for an equal principal amount of Senior Notes of this Series issued upon other authorized denominations (including an exchange of Senior Notes for Exchange Notes), the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Senior Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Security Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Registrable Notes for Exchange Notes -------- shall occur until a Registration Statement shall have been declared effective by the Commission and that any Registrable Notes that are exchanged for Exchange Notes shall be canceled by the Trustee. To permit registrations of transfers and exchanges, the Operating Partnership shall execute and the Trustee shall authenticate Senior Notes at the Security Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Senior Notes, but the Operating Partnership may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to the terms Sections 304, 906 or 1107 of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeOriginal Indenture).

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed or between a Record Date and the relevant Interest Payment Date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Transfer and Exchange. The (a) Subject to Sections 2.18 and 2.19, when Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series are presented to the Registrar or a co-registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of this Series of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if (and, in the case of Notes issued in the form of Global Notes under the New Safekeeping Structure, the Trustee shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate the Global Notes reflecting such transfer, and such Global Notes shall have been effectuated by the Common Safekeeper). Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its requirements for such transactions are metattorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute issue and execute, and the Trustee shall authenticate authenticate, new Notes of this Series evidencing such transfer or exchange at the Registrar’s request. A Holder request (and, in the case of Notes issued in the form of this Series may Global Notes under the New Safekeeping Structure, the Trustee shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate the Global Notes evidencing such transfer or exchange and such Global Notes of this Series only in accordance with shall have been effectuated by the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsCommon Safekeeper). No service charge shall be made to the Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the exchange. The Company or Trustee may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge payable that may be imposed in connection therewithrelation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Sections 2.11, 3.6 or 9.6 (in which events the Company shall be responsible for the payment of such taxes). Prior The Registrar shall not be required to due presentment exchange or register a transfer of any Note for a period of this Series for registration 15 days immediately preceding the redemption of transferNotes, except the Company, the Trustee, unredeemed portion of any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person Note being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed or between a record date and the related interest payment date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeSubsidiary Guarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes are issuable only in registered form. The Notes shall initially be issued as part of an issuance of Units, each of which consists of one Note and one Warrant. Prior to the Separation Date, the Notes may not be transferred or exchanged separately from, but may be transferred or exchanged only together with the Warrants issued in connection with such Notes. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Note Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met; PROVIDED that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Series Note shall be issued in registered form and shall be transferable only on the Security Register of the Company, upon the surrender of a this Note of this Series for registration of transfer and in compliance with Appendix A at the office or agency of the Base Indenture. When Notes Company in the continental United States, duly endorsed by, or accompanied by a written instrument of this Series are presented transfer in form satisfactory 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 this Series of other denominationsCompany duly executed by, the Registrar will register the transfer Holder hereof or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers by his or her attorney duly authorized in writing, and exchanges, thereupon the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes of this Series at the Registrar’s requestin authorized denominations and for a like aggregate principal amount. A Holder of The Notes of this Series may transfer or exchange Notes of this Series only are initially issued in accordance with the Indenture. Upon any transfer or exchangeregistered, the Registrar global form without coupons in denominations initially equal to $14.5219 and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsintegral multiples in excess thereof. No service charge shall be made for any such registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Prior to due presentment of any this Note of this Series for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company Issuer or the Trustee, the Paying Agent and the Registrar Trustee may deem and treat the Person Holder in whose name a this Note of this Series is registered as the absolute owner of such Note hereof for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such this Note be overdue, and none of neither the Company, the Trustee, the Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any holder This Note and the Indenture, and any claim, controversy or dispute arising under or related to the Indenture or this Note, shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York. The Company and the Trustee hereby waive their respective rights to trial by jury in any action or proceeding arising out of or related to the Indenture, the Notes or the transactions contemplated thereby, to the extent permitted by law. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. No recourse shall be had for the payment of any Installment Payment on this Note, or for any claim based hereon, or upon any obligation, covenant or agreement of the Company in the Indenture, against any incorporator, stockholder, officer or director, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment of penalty or otherwise; and all such personal liability is expressly released and waived as a condition of, and as part of the consideration for, the issuance of this Note. The Company, each Holder and each beneficial owner (for U.S. federal income tax purposes) by its acquisition of a beneficial interest in a Global Note the Notes agrees, for U.S. federal income tax purposes, to treat the Notes as indebtedness of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entryCompany. All Notes of this Series issued upon any transfer or exchange pursuant to the terms A copy of the Indenture shall evidence is available for inspection at the same debt office of the Trustee. In the event of any inconsistency between the provisions of this Note and shall be entitled to the same benefits under provisions of the Indenture, the Indenture as such Notes surrendered upon such transfer or exchangeshall prevail.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed or between a Record Date and the relevant Interest Payment Date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuers may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Notes for a period of 15 days before a selection of Notes to be redeemed or between a record date and the related payment date. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuers, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer and Holdings shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar The Issuer and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company Holdings may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer and Holdings shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, Holdings, any Guarantor, the Trustee, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal Accreted Value of, and any premium and any premium, if any, or interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, Holdings, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series 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 this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements Table of Contents or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Subject to Section 2.16, when a Senior Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Senior Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series 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 Senior Notes of this Series of other authorized denominations, the Registrar will register the transfer or shall make the exchange as requested if its requirements requested, provided that every Senior Note presented or surrendered for such transactions are metregistration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder thereof or his attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the office or agency maintained pursuant to Section 2.3 hereof, the Company shall issue and execute and the Trustee shall authenticate Senior Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or Any exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No shall be without any service charge shall be made for any registration of transfer or exchange (to the Noteholder, except as otherwise expressly permitted herein), but that the Company may require payment by the Noteholder of a sum sufficient to cover any transfer tax or similar the governmental charge payable that may be imposed in connection therewithrelation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this Indenture. Prior The Trustee shall not be required to due presentment register transfers of Senior Notes or to exchange Senior Notes for a period of 15 days before the mailing of a notice of redemption of any Senior Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of any Senior Notes called or being called for redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part. All Senior Notes issued upon any transfer or exchange pursuant to the terms of this Series for registration of transfer, Indenture will evidence the Company, same debt and will be entitled to the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of same benefits under this Series is registered Indenture as the absolute owner of Senior Notes surrendered upon such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether transfer or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contraryexchange. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. All Notes Each Holder of a Senior Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Senior Note in violation of any provision of this Series issued upon Indenture and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any transfer duty to monitor the Company's compliance with or exchange pursuant have any responsibility with respect to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer Company's compliance with any Federal or exchangestate securities laws.

Transfer and Exchange. The Notes As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Series Note shall be issued in registered form and shall be transferable only on the Security Register of the Company, upon the surrender of a this Note of this Series for registration of transfer and in compliance with Appendix A at the office or agency of the Base Indenture. When Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this Series are presented series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the Registrar designated transferee or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes transferees. The Securities of this Series series are initially issued in registered, global form without coupons in initial minimum denominations of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers one Note and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only integral multiples in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsexcess thereof. No service charge shall be made for any such registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable in connection therewith. Prior to due presentment of any this Note of this Series for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company Issuer or the Trustee, the Paying Agent and the Registrar Trustee may deem and treat the Person Holder in whose name a this Note of this Series is registered as the absolute owner of such Note hereof for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such this Note be overdue, and none of neither the Company, the Trustee, the Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any holder This Note and the Indenture, and any claim, controversy or dispute arising under or related to the Indenture or this Note, shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. No recourse shall be had for the payment of any installment on this Note, or for any claim based hereon, or upon any obligation, covenant or agreement of the Company in the Indenture, against any incorporator, stockholder, officer or director, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment of penalty or otherwise; and all such personal liability is expressly released and waived as a beneficial interest in a Global Note condition of, and as part of the consideration for, the issuance of this Series shallNote. The Company and each Holder agrees, by acceptance of such beneficial interestfor United States tax purposes, agree that to treat the Notes as indebtedness. ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers of beneficial interests in such Global this Note may be effected only through a book-entry system maintained by to: (a) the holder of such Global Note (Insert assignee’s social security or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.tax identification number)

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of this Series for registration of transfer, business 15 days before the Company, the Trustee, any agent day of the Company or mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the Trustee, close of business on the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner day of such Note for all purposesmailing, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (bii) any holder to register the transfer of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to any Note so selected for redemption in whole or in part, except the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.unredeemed

Transfer and Exchange. The Notes Debentures are issuable only in registered form. A Holder may transfer a Debenture only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture and applicable Canadian Securities Laws. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the person in whose name the Debenture is registered form and as the owner thereof for all purposes whether or not the Debenture shall be transferable only upon overdue, and none of the surrender Company, the Trustee or any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Note Global Debenture shall, by acceptance of this Series for registration such Global Debenture, agree that transfers of transfer beneficial interests in such Global Debenture may be effected only through a book entry system maintained by the Holder of such Global Debenture (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureDebenture shall be required to be reflected in a book entry. When Notes of this Series Debentures are presented to the Registrar or a coCo-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series Debentures of other authorized denominations, the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Debentures are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series Debentures at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)of the Debentures, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.10 or 9.05). Prior The Debentures are not intended to due presentment of any Note of this Series for registration of transfer, be sold to Persons who are not Canadian residents within the Company, the Trustee, any agent meaning of the Company or Income Tax Act (Canada). Any withholding taxes required under applicable laws with respect to payments to Holders who are non-residents of Canada (as defined in the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar Income Tax Act (Canada)) shall be affected withheld by notice the Company and remitted to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of applicable taxing authority without any gross-up or additional amount paid to such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a booknon-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeresident Holders.

Transfer and Exchange. The Notes As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Series Note shall be issued in registered form and shall be transferable only on the Security Register of the Company, upon the surrender of a this Note of this Series for registration of transfer and in compliance with Appendix A at the office or agency of the Base Indenture. When Notes Company in the continental United States, duly endorsed by, or accompanied by a written instrument of this Series are presented transfer in form satisfactory 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 this Series of other denominationsCompany duly executed by, the Registrar will register the transfer Holder hereof or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers by his or her attorney duly authorized in writing, and exchanges, thereupon the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes of this Series at the Registrar’s requestin authorized denominations and for a like aggregate principal amount. A Holder of The Notes of this Series may transfer or exchange Notes of this Series only are initially issued in accordance with the Indenture. Upon any transfer or exchangeregistered, the Registrar global form without coupons in denominations initially equal to $18.94911 and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsintegral multiples in excess thereof. No service charge shall be made for any such registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Prior to due presentment of any this Note of this Series for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company Issuer or the Trustee, the Paying Agent and the Registrar Trustee may deem and treat the Person Holder in whose name a this Note of this Series is registered as the absolute owner of such Note hereof for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such this Note be overdue, and none of neither the Company, the Trustee, the Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any holder This Note and the Indenture, and any claim, controversy or dispute arising under or related to the Indenture or this Note, shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. No recourse shall be had for the payment of any Installment Payment on this Note, or for any claim based hereon, or upon any obligation, covenant or agreement of the Company in the Indenture, against any incorporator, stockholder, officer or director, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment of penalty or otherwise; and all such personal liability is expressly released and waived as a condition of, and as part of the consideration for, the issuance of this Note. The Company, each Holder and each Beneficial Owner (for U.S. federal income tax purposes) by its acquisition of a beneficial interest in a Global Note the Notes agrees, for U.S. federal income tax purposes, to treat the Notes as indebtedness of the Company. A copy of the Indenture is available for inspection at the office of the Trustee. In the event of any inconsistency between the provisions of this Series shallNote and the provisions of the Indenture, the Indenture shall prevail. ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: (Insert assignee’s social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints: as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. Date: Signature: Signature Guarantee (Sign exactly as your name appears on the other side of this Note) SIGNATURE GUARANTEE Signatures must be guaranteed by acceptance an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such beneficial interest, agree that transfers of beneficial interests in such Global Note other “signature guarantee program” as may be effected only through a book-entry system maintained determined by (a) the holder Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act of such Global Note (or its agent) or (b) any holder 1934, as amended. By: Name: Title: as Trustee By: Name: Title: Attest: By: Name: Title: FORM OF REPURCHASE NOTICE TO: Dynegy Inc. and Wilmington Trust, National Association, as Trustee The undersigned registered Holder hereby irrevocably acknowledges receipt of a beneficial interest notice from Dynegy Inc. (the “Company”) regarding the right of Holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of the number of Notes below designated, in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to accordance with the terms of the Indenture and the Notes, together with accrued and unpaid interest to, but excluding, the Repurchase Date to the registered holder hereof. Capitalized terms used herein but not defined shall evidence have the same debt meanings ascribed to such terms in the indenture, dated as of June 21, 2016, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) as supplemented by the First Supplemental Indenture, dated as of June 21, 2016, between the Company and the Trustee (such indenture, as so supplemented, the “Indenture”). The Notes shall be entitled repurchased by the Company as of the Repurchase Date pursuant to the same benefits under terms and conditions specified in the Indenture as such Notes surrendered upon such transfer or exchange.and the Indenture. Dated: Signature:

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the applicable Security Register. Prior to the registration of any transfer by a Holder of a series of Notes as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name such Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note of this Series for registration any series shall, by acceptance of transfer such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series a series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series the same series and of other denominationsauthorized denominations (including an exchange of Notes for Exchange Notes of the same series), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder of such series of Notes); provided that no exchanges of Notes of a series for Exchange Notes of that series shall occur until a Registration Statement with respect to such series of Notes shall have been declared effective by the SEC and that any Notes of a series that are exchanged for Exchange Notes of that series shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute execute, the Guarantors shall endorse and the Trustee shall authenticate Notes of this Series a series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of any series of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.7 or 9.5, which shall be paid by the Company). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange a Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of such series of Notes selected for redemption under Section 3.2 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note of such series so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person such series being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series Warrant Certificates shall ----------- --------------------- be issued in registered form only. The Warrant Agent shall keep at its office a register for the registration of Warrant Certificates and shall be transferable only transfers or exchanges of Warrant Certificates as herein provided and other appropriate data as determined by the Warrant Agent. The Company shall, upon reasonable notice to the surrender of a Note of this Series for Warrant Agent, have access to such register during the Warrant Agent's regular business hours. All Warrant Certificates issued upon any registration of transfer and in compliance with Appendix A or exchange of Warrant Certificates shall be the valid obligations of the Base IndentureCompany, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. The Warrants shall initially be issued as part of the issuance of the Units. Prior to the Separation Date, the Warrants may not be transferred or exchanged separately from, but may be transferred or exchanged only together with, the Notes issued as part of such Units. A Holder may transfer its Warrants only by complying with the terms of this Agreement. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Warrant Agent in the register. Prior to the registration of any transfer of Warrants by a Holder as provided herein, the Company, the Warrant Agent, and any agent of the Company may treat the Person in whose name the Warrants are registered as the owner thereof for all purposes and as the Person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding. Furthermore, any holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrants represented thereby shall be required to be reflected in a book-entry. When Notes of this Series Warrant Certificates are presented to the Registrar or a co-registrar Warrant Agent with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series of other denominationsWarrants, the Registrar will Warrant Agent shall register the such transfer or make the such exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series Warrant Certificates at the Registrar’s Warrant Agent's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)of Warrants, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. Prior to due presentment of with any Note of this Series for registration of transfer, the Company, the Trustee, any agent transfer of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangeWarrants.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeGuarantors, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series are presented by written application to the Registrar or a co-registrar stating the name of the proposed transferee and otherwise complying with a request to register a transfer or to exchange them for an equal principal amount of Notes the terms of this Series Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of other denominationsa Holder only upon, registration of the transfer by the Registrar will register in the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewithNote Register. Prior to due presentment the registration of any Note of this Series for registration of transfertransfer by a Holder as provided herein, the CompanyIssuer, the TrusteeGuarantors, the Trustee and any agent of the Company Issuer or the Trustee, the Paying Agent and the Registrar may deem and Guarantors shall treat the Person person in whose name a the Note of this Series is registered as the absolute owner of such Note thereof for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such the Note shall be overdue, and none of neither the CompanyIssuer, the TrusteeGuarantors, the Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any holder Furthermore, any Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note Depositary (or its agent) or (b) any holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of this Series issued upon other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made to any Holder for any registration of transfer or exchange or redemption of the Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.08, 4.04 or 11.04 hereof). The Registrar shall not be required (i) to issue, register the terms transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the Indenture shall evidence mailing of a notice of redemption of Notes selected for redemption under Section 3.03 hereof and ending at the same debt and shall be entitled close of business on the day of such mailing or (ii) to register the same benefits under transfer of or exchange any Note so selected for redemption in whole or in part, except the Indenture as such Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.

Transfer and Exchange. The Notes As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Series Note shall be issued in registered form and shall be transferable only on the Security Register of the Company, upon the surrender of a this Note of this Series for registration of transfer and in compliance with Appendix A at the office or agency of the Base Indenture. When Notes Company in the continental United States, duly endorsed by, or accompanied by a written instrument of this Series are presented transfer in form satisfactory 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 this Series of other denominationsCompany duly executed by, the Registrar will register the transfer Holder hereof or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers by his or her attorney duly authorized in writing, and exchanges, thereupon the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes of this Series at the Registrar’s requestin authorized denominations and for a like aggregate principal amount. A Holder of The Notes of this Series may transfer or exchange Notes of this Series only are initially issued in accordance with the Indenture. Upon any transfer or exchangeregistered, the Registrar global form without coupons in denominations initially equal to $4.2522 and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentsintegral multiples in excess thereof. No service charge shall be made for any such registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Prior to due presentment of any this Note of this Series for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company Issuer or the Trustee, the Paying Agent and the Registrar Trustee may deem and treat the Person Holder in whose name a this Note of this Series is registered as the absolute owner of such Note hereof for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such this Note be overdue, and none of neither the Company, the Trustee, the Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any holder This Note and the Indenture, and any claim, controversy or dispute arising under or related to the Indenture or this Note, shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of law principles thereof that would result in the application of law other than the law of the State of New York). The Company and the Trustee hereby waive their respective rights to trial by jury in any action or proceeding arising out of or related to the Indenture, the Notes or the transactions contemplated thereby, to the extent permitted by law. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. No recourse shall be had for the payment of any Installment Payment on this Note, or for any claim based hereon, or upon any obligation, covenant or agreement of the Company in the Indenture, against any incorporator, stockholder, officer or director, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment of penalty or otherwise; and all such personal liability is expressly released and waived as a condition of, and as part of the consideration for, the issuance of this Note. The Company, each Holder and each beneficial owner (for U.S. federal income tax purposes) by its acquisition of a beneficial interest in a Global Note the Notes agrees, for U.S. federal income tax purposes, to treat the Notes as indebtedness of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entryCompany. All Notes of this Series issued upon any transfer or exchange pursuant to the terms A copy of the Indenture shall evidence is available for inspection at the same debt office of the Trustee. In the event of any inconsistency between the provisions of this Note and shall be entitled to the same benefits under provisions of the Indenture, the Indenture shall prevail. ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: (Insert assignee’s social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints: as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. Date: Signature: Signature Guarantee (Sign exactly as your name appears on the other side of this Note) SIGNATURE GUARANTEE Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act of 1934, as amended. By: Name: Title: as Trustee By: Name: Title: Attest By: Name: Title: SCHEDULE A [INCLUDE IF A GLOBAL NOTE] SCHEDULE OF INCREASES OR DECREASES IN THE NOTE The initial number of Notes surrendered upon evidenced by this certificate is [ ]. The following increases or decreases in this Note have been made: Date Amount of decrease in number of Notes evidenced hereby Amount of increase in number of Notes evidenced hereby Number of Notes evidenced hereby following such transfer decrease (or exchangeincrease) Signature of authorized officer of Trustee EXHIBIT B [FORM OF PURCHASE CONTRACT] [INCLUDE IF A GLOBAL PURCHASE CONTRACT] [THIS SECURITY IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS GLOBAL PURCHASE CONTRACT IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenturetransfer. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if the requirements of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Notes are presented to the Registrar with a request to exchange them for an equal aggregate principal amount of Notes of this Series the same series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this SeriesTrustex xxx xxxxxxx x Xxxxxx, among other thingsxxxxx xxxxx xxxxxx, to furnish xx xxxxxxh appropriate endorsements or transfer documentsdocuments and to pay any taxes required by law or permitted by this Indenture. No service charge The Company shall not be made required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transferNote, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and or the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (ai) the holder Holder of such Global Note (or its agent) or (bii) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeGuarantors, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series other denominations of other denominationsthe same series, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes required by law or permitted by this Indenture, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes of a series for a period of 15 days prior to the sending of a notice of redemption of Notes of such series to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by DTC.

Transfer and Exchange. The Notes are issuable --------------------- only in registered form. The Notes shall initially be issued as part of an issue of Units, each of which consists of one Note and one Warrant. Prior to the Separation Date, the Notes may not be transferred or exchanged separately from, but may be transferred or exchanged only together with, the Warrants issued in connection with the Notes. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be canceled by the Trustee. To permit registrations of transfers and exchangesexchanges in accordance with the terms hereof, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11 or 8.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the date of the mailing of a notice of redemption of Notes selected for redemption under Section 10.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); PROVIDED that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the SEC and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.05 or 9.06). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.02 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. I. When Notes of this Series are a Note is presented to the Note Registrar or a co-registrar with a request to register a transfer, the Note Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Note Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Note Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Note Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Company shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Note Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the Company, the Trustee, the Paying Agent Agent, or the Note Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of the Base Indentureappropriate endorsements and transfer documents) therefor are met. When Notes of this a Series 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 this such Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, at the Company Registrar’s request, the Issuer shall execute and the Trustee shall authenticate Notes upon receipt of this Series at the Registrar’s requestan Authentication Order. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of fifteen (15) days before the transmission of a notice of redemption of Notes to be redeemed and ending at the close of business on the day of such transmission. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the applicable procedures of (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this any Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt Notes Obligations and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository. None of the Trustee, the Registrar or the Paying Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. Each of the Trustee, the Registrar or the Paying Agent may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The transferor shall also provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all purposes whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s 's request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes of any series, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes of such series selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. A. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other authorized denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes (i) selected for redemption (except, in the case of this Series may transfer or exchange Notes of this Series only to be redeemed in accordance with the Indenture. Upon any transfer or exchangepart, the Registrar and portion thereof not to be redeemed) or of any Notes for a period beginning at the Trustee may require a Holder opening of business 15 days before the day of any selection of Notes for redemption and ending at the close of this Series, among other things, business on the day of selection or (ii) tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Prior to furnish appropriate endorsements or transfer documents. No service charge shall be made the due presentation for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transferNote, the CompanyIssuer, the TrusteeGuarantors, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, (if any), interest (if any) on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.

Transfer and Exchange. The Notes As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Series shall Note may be issued in registered form and shall be transferable only on the Security Register of the Company, upon the surrender of a this Note of this Series for registration of transfer and in compliance with Appendix A at the office or agency of the Base Indenture. When Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this Series are presented series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the Registrar designated transferee or transferees. The Securities of this series are issuable only in fully registered, permanent global form without coupons in initial minimum denominations of $[?] or any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a co-registrar with a request to register a transfer or to exchange them for an equal like aggregate principal amount of Notes Securities of this Series series and of other denominationslike tenor of a different authorized denomination, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, by the Company shall execute and Holder surrendering the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documentssame. No service charge shall be made for any such registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable in connection therewith. Prior to due presentment of any this Note of this Series for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company Issuer or the Trustee, the Paying Agent and the Registrar Trustee may deem and treat the Person Holder in whose name a this Note of this Series is registered as the absolute owner of such Note hereof for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such this Note be overdue, and none of neither the Company, the Trustee, the Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any holder This Note and the Indenture, and any claim, controversy or dispute arising under or related to the Indenture or this Note, shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. No recourse shall be had for the payment of any installment on this Note, or for any claim based hereon, or upon any obligation, covenant or agreement of the Company in the Indenture, against any incorporator, stockholder, officer or director, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment of penalty or otherwise; and all such personal liability is expressly released and waived as a condition of, and as part of the consideration for, the issuance of this Note. The Company agrees, and by acceptance of a beneficial ownership interest in a Global Note of this Series shallthe Notes, by acceptance of such each beneficial interestHolder will be deemed to have agreed [(1) for United States federal, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) state and local income and franchise tax purposes to treat the holder of such Global Note (or its agent) or (b) any holder acquisition of a beneficial interest in such Global NoteNote as [•], (2)] to treat the Notes as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) for United States federal income tax purposes and that ownership of a beneficial interest in such Global Note shall be required [(3)] to be reflected in a book entry. All Notes bound by the Company’s determination of this Series issued upon any transfer or exchange pursuant the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Payment Regulations, with respect to the terms Notes for United States federal income tax purposes. A Holder may obtain the amount of the Indenture shall evidence the same debt original issue discount, issue date, yield to maturity, comparable yield and shall be entitled projected payment schedule by submitting a written request for it to the same benefits under Company at the Indenture as such Notes surrendered upon such transfer or exchangefollowing address: Citigroup Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.

Transfer and Exchange. (a) The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Series Indenture. No such transfer shall be issued effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered form and as the owner thereof for all pur- poses whether or not the Note shall be transferable only upon overdue, and neither the surrender Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of this Series for registration such Global Note, agree that transfers of transfer beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in compliance with Appendix A of the Base IndentureNote shall be required to be reflected in a book entry. When Notes of this Series are presented to the Registrar or a co-registrar Registrar with a request to register a the transfer or to exchange them for an equal principal amount of Notes of this Series other authorized denominations (including an exchange of other denominationsNotes for Exchange Notes), the Registrar will shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission, the Trustee shall have received notice of such effectiveness by the Company and provided further that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein)or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). Prior The Registrar shall not be required (i) to due presentment issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person being redeemed in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchangepart.

Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base IndentureAppendix. When Notes of this Series are a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer or as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or shall make the exchange as requested if its the same requirements for such transactions are met. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in connection therewiththe case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentment of any Note of this Series presentation for registration of transfertransfer of any Note, the CompanyIssuer, the Parent Guarantors, the Trustee, any agent of the Company or the Trustee, the each Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, of and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the a Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder Holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder Holder of such Global Note (or its agent) or (b) any holder Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as such the Notes surrendered upon such transfer or exchange.