Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Registrar 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register the a transfer of or exchange (a) of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (iib) selected of any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 3.14, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Without the prior written consent of the Issuers, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIIV, except the unredeemed portion of any Note being redeemed in part, part and (iii) during a Change beginning at the opening of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change business on any Record Date and ending on the close of Control Offer or Asset Sale Offer and not withdrawnbusiness on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge shall be made for any registration of transfer or exchangeexchange of the Notes, but the Issuer 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, 3.07 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the 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 pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (iiiC) during the Company delivers to the Trustee a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnCompany Order that the Global Notes shall be so exchangeable. Any Holder Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a beneficial interest in a Global Note shallfor Certificated Notes without coupons, by acceptance of such beneficial interestin authorized denominations, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or its agent)Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and that ownership of a beneficial interest in entitled to the Note shall be required to be reflected in a book-entry systemsame benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.12, 4.15 or 9.06 hereof, in which event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part, and or (iii) during between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer Record Date and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-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 systembook entry.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute Notes at the Registrar’s or co-Registrar’s request and the Trustee shall authenticate Notes at the Registrarupon receipt of an Officer’s requestCertificate directing it to so do. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer Offer, if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.15, when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested and, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; providedrequested, however, provided that the Notes 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 Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his or her attorney attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Issuers shall issue and execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made for any registration of transfer or exchangeto the Holder, but except that the Issuer Issuers may require payment by the Holder of a sum sufficient to cover any transfer tax 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 Section 2.9, 3.6 or 8.5 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed or purchased pursuant to Sections 4.9 and 4.18. The Trustee shall not be required to exchange or register transfers of any Notes called or being called for redemption of the Notes and ending at the close of business on the day of such mailing, (ii) or selected or being selected for redemption repurchase in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable U.S. federal or state securities law.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12 hereof, when Notes are a Note is presented to the a Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate in the form(s) included in Exhibit A and Exhibit C, as applicable, and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3 hereof, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer without charge, except that the Company or exchange, but the Issuer Registrar 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. The Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.11 or 9.5 hereof. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of any Notes or exchange portions thereof in respect of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during which a Change of Control Offer Purchase Notice or a notice in connection with an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Note (or its agent), and that ownership the purchase of a beneficial interest Note in part, the Note portion thereof not to be purchased). All Notes issued upon any transfer or exchange of Notes shall be required valid obligations of the Company, evidencing the same debt and entitled to be reflected in a book-entry systemthe same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when (a) Upon surrender for registration of transfer or exchange of any Notes are presented of any series to the Registrar with or a request to register co-registrar, the transfer Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of such the designated transferee or transferees, one or more new Notes of the same series of any authorized denomination or to exchange such Notes for an equal denominations, of like tenor and aggregate principal amount and having endorsed thereon the Guarantees executed by the applicable Guarantor(s). Every Note presented or surrendered for registration of transfer or for exchange shall (i) be accompanied by a completed “Assignment Form” substantially as set forth on such Note and (ii) (if so required by the Notes of other authorized denominationsIssuer, any Guarantor, the Registrar shall promptly register or the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuer, any Guarantor, the Registrar and the RegistrarTrustee, and duly executed executed, by the Holder holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made to a holder for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable in connection therewithupon transfers or exchanges pursuant to Sections 2.09, 3.08, 9.04 or 12.02. The Issuer or the Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) Notes of a series during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a the notice of redemption of the Notes with respect to such series under Section 3.02 and ending at the close of business on the day of such mailing, (ii) to register the transfer or exchange of any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and or (iii) during a Change to register the transfer of Control Offer or an Asset Sale Offer if such Note is tendered any Notes surrendered for repurchase pursuant to such Change Section 4.06. All Notes issued upon any transfer or exchange of Control Offer or Asset Sale Offer and not withdrawn. Any Holder Notes in accordance with this Indenture shall be the valid obligations of a beneficial interest in a Global Note shallthe Issuer, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by evidencing the Holder of such Global Note (or its agent)same debt, and that ownership entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of a beneficial interest in the Note shall be required to be reflected in a book-entry systemtransfer or exchange.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes at (and the Registrar’s requestGuarantors shall execute the Guarantees thereon) evidencing such transfer or exchange. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s request. No service charge shall be made for any Any exchange or registration of transfer shall be without charge, except that the Company or exchange, but the Issuer Registrar 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. The Registrar relation thereto; provided that this sentence shall not apply to any exchange pursuant to Section 2.07, 2.10, 2.12(a), 3.06, 4.02 (last paragraph), 6.09(a)(10), or 11.05. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of (a) any Note (i) during Notes for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of Notes to be redeemed, (b) any Notes or portions thereof selected or called for redemption (except, in the case of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any a Note being redeemed in part, and the portion not to be redeemed) or (iiic) during any Notes or portions thereof in respect of which a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant has been delivered to such Change of Control Offer or Asset Sale Offer the Trustee and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Note (or its agent), and that ownership the purchase of a beneficial interest Note in part, the Note portion not to be purchased). All Notes issued upon any registration of transfer or exchange of Notes shall be required valid Obligations of the Company, evidencing the same debt and entitled to be reflected in a book-entry systemthe same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of the Notes same series of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during of a series for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingseries to be redeemed or of any Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.172.17 hereof, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Company 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 Section 2.11, 3.06, 4.10, 4.15 or 8.05 hereof (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the a Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a 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 Note in violation of any provision of this Indenture and/or applicable U.S. federal or state securities laws or Canadian provincial securities laws. Neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any U.S. federal or state securities laws or Canadian provincial securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Casella and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Casella shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange, but the Issuer Casella may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.12, 4.15 or 8.05 hereof, in which event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing a selection of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part, and or (iii) during between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer Record Date and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent)Depositary, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing sending of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes 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 Global Note shall be required to be reflected in a book-entry systementry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.12, 4.15 or 8.05 hereof, in which event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing a selection of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part, and or (iii) during between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer Record Date and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent)Depository, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer an assignment form in the form satisfactory to the Issuer and the Registrarincluded in Exhibit A, duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer without service charge, except that the Company or exchange, but the Issuer Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewith. The Registrar relation thereto; provided that this sentence shall not be required apply to register the any exchange pursuant to Section 2.10, Section 3.04, Section 9.03(b) or Section 10.02(h) not involving any transfer. All Notes issued upon any transfer of or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. The Trustee and Registrar 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 (iincluding any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day other than to require delivery of such mailing, (ii) selected for redemption in whole certificates and other documentation or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partevidence as are expressly required by, and (iii) during a Change of Control Offer or an Asset Sale Offer to do so if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained when expressly required by the Holder of such Global Note (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Note shall be required same to be reflected in a book-entry systemdetermine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the applicable Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the applicable Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the applicable Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the applicable Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar shall not be required to register the transfer of or exchange of any Note Notes (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note Notes being redeemed in part, and (iiiii) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book-entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note Notes shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 Section 2.11, 3.06, 4.08, 4.09 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 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 Section 6045 of the Internal Revenue Code of 1986, as amended. 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. Subject to Sections 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Without the prior written consent of the Issuers, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, part and (iii) during a Change beginning at the opening of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change business on any Record Date and ending on the close of Control Offer or Asset Sale Offer and not withdrawnbusiness on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Without the prior written consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change beginning at the opening of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change business on any Record Date and ending on the close of Control Offer or Asset Sale Offer and not withdrawnbusiness on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing sending of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes 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 Global Note shall be required to be reflected in a book-entry systementry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. federal or state securities law. 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 rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.16, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.12, 4.15 or 8.05 hereof, in which event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part, and or (iii) during between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer Record Date and not withdrawnthe next succeeding Interest Payment Date. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note Depository (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry systemformat.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made imposed upon the Company, the Trustee or any Agent for any registration of transfer or exchange, but the Issuer Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Disposition Offer if such Note is validly tendered pursuant to such Change of Control Offer or Asset Sale Disposition Offer and not validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes 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 Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.09, 4.19 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange, but the Issuer Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.13, 4.16 or 9.06, in which event the Issuers shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days Business Days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, mailing and (ii) selected for redemption in whole or in part pursuant to Article III3, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-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 systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Registrar 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 Section 2.11, 3.06, 4.14 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register the a transfer of or exchange (a) of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (iib) selected of any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject The Notes are issuable only in registered form. A Holder may transfer a Note by written application to Sections 2.16 the Registrar stating the name of the proposed transferee and 2.17otherwise complying with the terms of this Indenture. No such transfer shall be effected until, when 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. 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 U.S. Global Note shall, by acceptance of such U.S. Global Note, agree that transfers of beneficial interests in such U.S. Global Note may be effected only through a book entry system maintained by the Holder of such U.S. 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 are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominationsdenominations (including an exchange of Notes for Exchange Notes), the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, 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 surrendered that are exchanged for transfer or exchange Exchange Notes shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed cancelled by the Holder thereof or his or her attorney duly authorized in writingTrustee. To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge shall be made for any registration of transfer or exchangeexchange or redemption of the Notes, but the Issuer 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). The Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the 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 pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer an assignment form in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer without service charge, except that the Company or exchange, but the Issuer Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewith. The Registrar relation thereto; provided that this sentence shall not be required apply to register the any exchange pursuant to Section 2.10, Section 3.08 or Section 9.03(b) not involving any transfer. All Notes issued upon any transfer of or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. 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 (iincluding any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day other than to require delivery of such mailing, (ii) selected for redemption in whole certificates and other documentation or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partevidence as are expressly required by, and (iii) during a Change of Control Offer or an Asset Sale Offer to do so if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained when expressly required by the Holder of such Global Note (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Note shall be required same to be reflected in a book-entry systemdetermine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Issuers may require from the Noteholder 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 Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Subordinated Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or Subordinated Notes, to exchange such Subordinated Notes for an equal principal amount of the Subordinated Notes of other authorized denominationsdenominations or to convert such Subordinated Notes, the Registrar or co-Registrar shall promptly register the transfer or make the exchange or conversion as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Subordinated Notes surrendered for transfer or exchange or conversion shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and Registrar or co-Registrar, or in the Registrarcase of a conversion, notice of conversion substantially in the form attached to the Subordinated Note or such other notice that is acceptable to Alderwoods, duly executed by the Holder thereof or his or her such Holder's attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Alderwoods shall execute and the Trustee shall authenticate Subordinated Notes at the Registrar’s 's or co-Registrar's request. No service charge shall be made for any registration of transfer transfer, exchange or exchangeredemption, but the Issuer Alderwoods 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 similar governmental charge payable upon exchanges or transfers pursuant to Sections 3.07 or 9.05). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Subordinated Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Subordinated Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III3, except the unredeemed portion of any Subordinated Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered surrendered for conversion pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnArticle 14. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes 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 Subordinated Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any loss, cost, expense (including reasonable attorneys fees and expenses), claims or liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law. Unless expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.12, 4.15 or 9.06 hereof, in which event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing delivery of a notice of redemption of the Notes and ending at the close of business on the day of such mailingdelivery, (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part, and or (iii) during between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer Record Date and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-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 systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the applicable Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the applicable Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the applicable Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the applicable Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar shall not be required to register the transfer of or exchange of any Note Notes (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note Notes being redeemed in part, and (iiiii) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book-entry system maintained by the Holder holder of such Global Note (or its agent)) or by Euroclear or Clearstream, as applicable, and that ownership of a beneficial interest in the Note Notes shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.12, 4.15 or 8.05 hereof, in which event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing a selection of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part, and or (iii) during between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer Record Date and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent)Depository, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer an assignment form in the form satisfactory to the Issuer and the Registrarincluded in Exhibit A, duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the RegistrarCompany’s request. No service charge Any exchange or transfer shall be made for any registration of transfer without service charge, except that the Company or exchange, but the Issuer Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewith. The Registrar relation thereto; provided that this sentence shall not be required apply to register the any exchange pursuant to Section 2.10, Section 3.04, Section 9.03(b) or Section 10.02(f) not involving any transfer. All Notes issued upon any transfer of or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. The Trustee and Registrar 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 (iincluding any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day other than to require delivery of such mailing, (ii) selected for redemption in whole certificates and other documentation or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partevidence as are expressly required by, and (iii) during a Change of Control Offer or an Asset Sale Offer to do so if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained when expressly required by the Holder of such Global Note (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Note shall be required same to be reflected in a book-entry systemdetermine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject When a Note is presented to Sections 2.16 and 2.17the 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 Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, provided that the Notes every Note presented or surrendered for registration of -------- transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Issuer Issuers may require payment by the Holder of a sum sufficient to cover any transfer tax 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 2.09, 3.06 or 8.05 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of redemption of the any Notes and ending at the close of business on the day of such mailing, (ii) selected called or being called for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder Depository of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the a Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s 's request. No service charge shall be made for any Any exchange or registration of transfer shall be without charge, except that the Company or exchange, but the Issuer Registrar 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. The Registrar relation thereto; provided that this sentence shall not apply to any exchange pursuant to Section 2.07, 2.10, 2.12(a), 3.06, 4.02 (last paragraph), 6.09(a)(10), or 11.05. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of (a) any Note (i) during Notes for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of Notes to be redeemed, (b) any Notes or portions thereof selected or called for redemption (except, in the case of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any a Note being redeemed in part, and the portion not to be redeemed) or (iiic) during any Notes or portions thereof in respect of which a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant has been delivered to such Change of Control Offer or Asset Sale Offer the Trustee and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Note (or its agent), and that ownership the purchase of a beneficial interest Note in part, the Note portion not to be purchased). All Notes issued upon any registration of transfer or exchange of Notes shall be required valid obligations of the Company, evidencing the same debt and entitled to be reflected in a book-entry systemthe same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Company may require from the Noteholder 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 Section 2.11, 3.06, 4.10, 4.18 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a 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 Note in violation of any provision of this 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 duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Issuers may require from the Noteholder 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 Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer an assignment form in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer without service charge, except that the Company or exchange, but the Issuer Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewith. The Registrar relation thereto; provided that this sentence shall not be required apply to register the any exchange pursuant to Section 2.10, Section 3.05, Section 10.03(b) or Section 11.02(g) not involving any transfer. All Notes issued upon any transfer of or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. 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 (iincluding any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day other than to require delivery of such mailing, (ii) selected for redemption in whole certificates and other documentation or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partevidence as are expressly required by, and (iii) during a Change of Control Offer or an Asset Sale Offer to do so if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained when expressly required by the Holder of such Global Note (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Note shall be required same to be reflected in a book-entry systemdetermine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When a Note is presented to Sections 2.16 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 appropriate endorsements and 2.17transfer documents) therefor are met, when in each case in compliance with Appendix A. When Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the same requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the 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 in connection therewithexchange pursuant to this Section. The Registrar Issuer shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Note Notes selected for redemption (iexcept, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) during or of any Notes for a period beginning at the opening of business 15 fifteen (15) days before the mailing of a notice of redemption of Notes to be redeemed. Prior to the Notes due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, the Paying Agent and ending at the close of business on Registrar may deem and treat the day Person in whose name a Note is registered as the absolute owner of such mailingNote for the purpose of receiving payment of principal of and interest, (ii) selected if any, on such Note and for redemption in whole all other purposes whatsoever, whether or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if not such Note is tendered pursuant overdue, and none of the Issuer, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to such Change of Control Offer or Asset Sale Offer and not withdrawnthe contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 the such Global Note shall be required to be reflected in a book-entry systembook entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as 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 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. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall shall, upon receipt of a written order of the Issuer, authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Registrar 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register the a transfer of or exchange (a) of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (iib) selected of any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction in this Indenture are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made imposed by the Company, the Trustee or any Agent for any registration of transfer or exchange, but the Issuer Company may require payment of a sum sufficient to cover any transfer tax taxes, assessments or similar other governmental charge payable in connection therewith. The Without the prior written consent of the Company, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing sending of a notice of redemption of the Notes and ending at the close of business on the day of such mailingmailing or other transmission, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is validly tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnvalidly withdrawn or (iv) beginning at the opening of business 15 days before an Interest Payment Date. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder 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 system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented A Holder may transfer a Note only by written application to the Registrar with a request to register stating the transfer of such Notes or to exchange such Notes for an equal principal amount name of the Notes proposed transferee and otherwise complying with the terms of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s requestthis Indenture. No service charge shall be made for any such registration of transfer or exchangeshall be effected until, but and such transferee shall succeed to the Issuer may require payment rights of a sum sufficient Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to cover the registration of any transfer tax or similar governmental charge payable in connection therewith. The Registrar shall not be required to register by a Holder as provided herein, the transfer of or exchange of Company, the Trustee, and any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption agent of the Notes and ending at Company shall treat the close of business on person in whose name the day of such mailing, (ii) selected Note is registered as the owner thereof for redemption in whole all purposes whether or in part pursuant to Article III, except not the unredeemed portion of any Note being redeemed in partshall be overdue, and (iii) during a Change of Control Offer or an Asset Sale Offer if neither the Company, the Trustee, nor any such Note is tendered pursuant agent shall be affected by notice to such Change of Control Offer or Asset Sale Offer and not withdrawnthe contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book-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 bookbook entry. When Notes are presented to the Registrar or a co-entry system.Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of 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 (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 at the Registrar’s

Transfer and Exchange. Subject to Sections 2.16 The Notes shall be issued in registered form and 2.17, when shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made imposed by the Company, the Trustee or any Agent for any registration of transfer or exchange, but the Issuer Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing delivery of a notice of redemption of the Notes and ending at the close of business on the day of such mailingdelivery, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and or (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is validly tendered pursuant to such Change of Control Offer or Asset Sale Offer and not validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 3.15, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Without the prior written consent of the Issuers, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIIV, except the unredeemed portion of any Note being redeemed in part, part and (iii) during a Change beginning at the opening of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change business on any Record Date and ending on the close of Control Offer or Asset Sale Offer and not withdrawnbusiness on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 transfer or exchange pursuant to Section 2.11, 3.06, 4.07, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Issuer or Trustee 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 Section 2.10, 3.06 or 9.06). The Without the prior written consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a the period beginning at the opening of business 15 fifteen (15) days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change beginning at the opening of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change business on any Record Date and ending on the close of Control Offer or Asset Sale Offer and not withdrawnbusiness on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Depository or other Person that is the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.16, when Notes are 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 such applicable law are met and, when Senior Notes or are presented to the Registrar with a request to exchange such Notes them for an equal principal amount of the Senior Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; providedrequested, however, provided that the Notes every Senior 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 Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his or her attorney 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 Issuer office or agency maintained pursuant to Section 2.3 hereof, the Company shall issue and execute and the Trustee shall authenticate Senior Notes at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made for any registration of transfer or exchangeto the Noteholder, but except that the Issuer 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 Section 2.9, 3.6, 4.18 or 8.5 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Senior Notes or to exchange of any Note (i) during Senior Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Senior Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of redemption of the any Senior Notes and ending at the close of business on the day of such mailing, (ii) selected called or being called for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Senior Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. 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 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 duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing sending of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes 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 Global Note shall be required to be reflected in a book-entry systementry. Each Holder of a Note agrees to indemnify the Issuer, the Trustee and any Agent against any liability that may result from the transfer, exchange or assignment of such Xxxxxx’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly shall, subject to Section 2.15(b), register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall execute and the Indenture Trustee shall authenticate Notes at the Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Issuer Company or the Registrar 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 similar governmental charge payable upon exchanges or transfers pursuant to Sections 2.10, 3.06, 4.18 or 9.05, in which event the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption or prepayment of the Notes and ending at the close of business on the day of such mailing, mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-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-book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes at (and the Registrar’s requestGuarantors shall execute the Guarantees thereon) evidencing such transfer or exchange. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry system.book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 39

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Company 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 Section 2.11, 3.6, 4.8, 4.11 or 8.5 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a 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 Note in violation of any provision of this Indenture or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Issuers may require from the Noteholder 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 Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuers’ compliance with or have any responsibility with respect to the Issuers’ compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.10, 4.15 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during any Note for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (ii) selected of any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and or (iii) during any Note between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer record date and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the a Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable U.S. federal or state securities laws. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer's compliance with or have any responsibility with respect to the Issuer's compliance with any U.S. federal or state securities laws.

Transfer and Exchange. Subject When a Note is presented to Sections 2.16 and 2.17the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of the Indenture hereof are met and, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the office or agency maintained pursuant to Section 2.03 hereof, the Issuer shall execute and the Trustee shall shall, upon receipt of an Authentication Order, authenticate Notes at the Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Issuer may require payment by the Holder of a sum sufficient to cover any transfer tax 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 Section 2.09, 3.06 or 8.05 hereof. The Registrar shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed. The Registrar shall not be required to exchange or register transfers of any Notes called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. The Registrar shall not be required to register the transfer of or to exchange of any a Note (i) during between a period beginning at record date and the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnnext succeeding Interest Payment Date. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder Depository of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange. Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. Each holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note by such Holder in violation of any provision of this Indenture and/or applicable United States federal or state securities laws. Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depository. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members 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. The Trustee shall have no responsibility or obligation to any Agent Member or any other Person with respect to the accuracy of the books or records, or the acts or omissions, 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 Agent Member or other Person (other than the Depository) of any notice (including any notice of redemption) 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 Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note) and which notices and communications may be made by email or such other applicable customary procedures of the Depository. The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the customary procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Agent Members.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Company may require from the Noteholder 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 Section 2.11, 3.06, 4.10, 4.19 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a 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 Note in violation of any provision of this 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 duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange such Notes as requested if its the requirements for such transaction of this Supplemental Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee Trustee, upon receipt of an Authentication Order, shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11 or Section 3.06 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 fifteen (15) days before immediately preceding the mailing or electronic delivery of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes 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 Global Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.14 and 2.172.15, when a 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 Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Issuer Company may require payment by the holder of a sum sufficient to cover any transfer tax 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 2.09, 3.06 or 8.05 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of redemption of the any Notes and ending at the close of business on the day of such mailing, (ii) selected called or being called for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominationstransfer, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transfer are met; provided, however, . When Notes of denominations less than $1,000 (that the Notes surrendered for transfer nevertheless sum to or exchange shall be duly endorsed or accompanied by a written instrument are in excess of transfer in form satisfactory $1,000) are presented to the Issuer Registrar or co-Registrar with a request to combine such Notes into denominations of $1,000, the Registrar or co-Registrar shall effect such combination (by issuing one or more Notes in denominations that are integer multiples of $1,000 and one Note for any remainder less than $1,000) and register the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writingsame if its requirements for such combinations are met. To permit registrations of transfers and exchangesor combinations, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar's written request. No service charge shall be made All Notes presented for any registration of transfer or exchangecombination, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments in form satisfactory to the Company and the Trustee, duly executed by the Holder or his or her attorney duly authorized in writing. The Company shall not charge a fee for registration of transfer or combination but the Issuer Company may require the payment of a sum sufficient to cover any applicable transfer tax or similar governmental charge payable in connection therewithtaxes. The Registrar shall not be required to register the transfer of or exchange of (a) any Note (i) during for a period beginning at the opening of business 15 days fifteen (15) Business Days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingmailing or (b) any Note selected, (ii) selected called or being called for redemption redemption, except, in whole or in part pursuant to Article III, except the unredeemed portion case of any Note being to be redeemed in part, and (iii) during a Change the portion thereof not to be redeemed. All Notes issued upon any transfer of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change Notes shall be valid obligations of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shallthe Company, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by evidencing the Holder of such Global Note (or its agent)same debt, and that ownership of a beneficial interest in entitled to the Note same benefits under this Indenture, as the Notes surrendered upon such transfer. Notwithstanding anything to the contrary contained herein, the Trustee or Registrar shall be have no duty whatsoever to monitor federal or state securities laws other than to collect the Notes required herein, subject to be reflected in a book-entry systemthe TIA.

Transfer and Exchange. Subject to Sections 2.16 2.14 and 2.172.15, when a 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 Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Issuer Company may require payment by the holder of a sum sufficient to cover any transfer tax 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 2.09, 3.06 or 10.05 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of redemption of the any Notes and ending at the close of business on the day of such mailing, (ii) selected called or being called for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request to register the a transfer of such Notes thereof or to exchange such Notes Note for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer an assignment form in the form satisfactory to the Issuer and the Registrarincluded in Exhibit A, duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer without service charge, except that the Company or exchange, but the Issuer Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Section 2.10, Section 3.04, Section 9.03(b) or Section 10.02(i) not involving any transfer. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection therewithwith the delivery by such Registrar of Notes upon transfer or exchange of Notes. The Trustee and Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or other 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. The Company shall not be required to register the (a) register, transfer of or exchange of any Note (i) Notes during a period beginning at the opening of business 15 days before the mailing day of the transmission of a notice of redemption of the Notes selected for redemption under Section 11.02 and ending at the close Close of business Business on the day of such mailingtransmission, or (iib) register, transfer or exchange any Notes so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Issuer, the Trustee and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes at the Registrar’s requestevidencing such transfer or exchange. No service charge shall be made to the Holder for any registration of transfer or exchange, but . The Issuer or the Issuer 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before the mailing a selection of a notice Notes to be redeemed or of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) any Note selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend (or any beneficial interest therein), each Holder of such Note or holder of such beneficial interest acknowledges the restrictions on transfer of such Note or beneficial interest set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note or beneficial interest only as provided in this Indenture.

Transfer and Exchange. Subject The Notes are issuable only in registered form. The Notes shall initially be issued as part of an issue of Euro Units, each of which consists of one Note and one Euro Warrant. Prior to Sections 2.16 the Separation Date, the Notes may not be transferred or exchanged separately from, but may be transferred or exchanged only together with, the Euro 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 2.17otherwise complying with the terms of this Indenture. No such transfer shall be effected until, when 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 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. Owners of beneficial interests in a Global Note will not be entitled to have Notes registered in their names, and will not receive or be entitled to receive Physical Notes except pursuant to Section 2.07(b). 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 are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominationsdenominations (including an exchange of Notes for Exchange Notes), the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, met (including that the such Notes surrendered for transfer or exchange shall be are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Trustee and the Registrar, Registrar duly executed by the Holder thereof or his or her by an attorney duly who is authorized in writingwriting 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 Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge shall be made for any registration of transfer or exchangeexchange or redemption of the Notes, but the Issuer 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). The Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the 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 pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes 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 system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder thereof to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Subsidiary Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.08, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Registrar 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Neither the Issuer nor the Registrar shall not be required to exchange or register the a transfer of or exchange (a) of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (iib) selected of any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Registrar 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 Section 2.11, 3.06, 4.14 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register the a transfer of or exchange (a) of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redeemed, (iib) selected of any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Issuer or Trustee 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 Section 2.10, 3.06 or 9.05). The Without the prior written consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a the period beginning at the opening of business 15 fifteen (15) days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change beginning at the opening of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change business on any Record Date and ending on the close of Control Offer or Asset Sale Offer and not withdrawnbusiness on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Depository or other Person that is the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount at maturity of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Company may require from the Noteholder 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 Section 3.06, 4.08, 4.11 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a 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 Note in violation of any provision of this Indenture or applicable U.S. federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met, including an opinion of Counsel with respect to whether (i) any Note constitutes a Restricted Security and (ii) the requirements for transfer of any Note have been satisfied, including the requirements provided for in Section 2.16 of this Indenture; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange, but the Issuer 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 similar governmental charge payable upon exchanges or transfers pursuant to Sections 2.10, 3.06, 4.15, 4.16 or 9.05, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, mailing and (ii) ii selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent)Depository, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes at (and the Registrar’s requestGuarantors shall execute the Guarantees thereon) evidencing such transfer or exchange. No service charge shall be made to the Holder for any registration of transfer or exchange, but . The Issuer or the Issuer 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before the mailing a selection of a notice Notes to be redeemed or of redemption of the Notes and ending at the close of business on the day of such mailing, (ii) any Note selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend (or any beneficial interest therein), each Holder of such Note or holder of such beneficial interest acknowledges the restrictions on transfer of such Note or beneficial interest set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note or beneficial interest only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount at maturity of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge shall be made for any registration of transfer or exchangeexchange of the Notes, but the Issuer 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 2.09, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing date of a notice of redemption of the Notes 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 pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Except as otherwise provided in this Section 2.06, transfers of Global Notes shall be limited to transfers of book-entry interests between and within DKV and DTC except as provided below. Transfers of interests in the Global Notes between DKV Account holders, on the one hand, and (iii) during DTC Participants, on the other hand, shall be effected by an increase or a Change reduction in the aggregate amount of Control Offer Notes represented by the Global Bearer Note and the corresponding reduction or an Asset Sale Offer if such Note is tendered pursuant to such Change increase in the aggregate amount of Control Offer or Asset Sale Offer and not withdrawnNotes represented by the Global Registered Note. Any Holder of a beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another 127 27 Global Note shallwill, by acceptance of upon transfer, cease to be an interest in such beneficial interestfirst Global Note and become an interest in the other Global Note and, agree that transfers of accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. Transfers of interests in one Global Bearer Note to parties who will hold the interests through the same Global Bearer Note will be effected in the ordinary way in accordance with the respective rules and operating procedures of the DKV, DTC, Euroclear or Cedel Bank, as the case may be. Notwithstanding any other provisions of this Section 2.06, unless and until it is exchanged in whole or in part for Notes in definitive registered form, a Global Note representing all or a portion of the Notes may not be effected only through transferred except as a book-entry system maintained whole by the Holder DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. If DTC notifies the Company that it is unwilling or unable to continue as depositary for the Global Registered Note or if at any time DTC shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor depositary with respect to the Notes. Each depositary appointed pursuant to this Section 2.05 must, at the time of its appointment and at all times while it serves as depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Company will execute, and the Trustee, upon receipt of an authentication order, will authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount at maturity equal to the principal amount at maturity of the Global Note representing such Notes in exchange for the Global Registered Note if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for the Global Registered Note or if at any time DTC shall no longer be eligible to serve as depositary and a successor depositary for the Notes is not appointed by the Company within 60 days after the Company receives such notice or becomes aware of such ineligibility or (ii) an Event of Default has occurred and is continuing. The Company may at any time and in its agent)sole discretion determine that the registered Notes shall no longer be represented by a Global Registered Note. In such event the Company will execute, and that ownership the Trustee will, upon receipt of a beneficial interest an authentication order, authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount at maturity equal to the principal amount at maturity of the Global Registered Note representing such Notes in exchange for such Global Registered Note. 128 28 Upon the exchange of the Global Registered Note in definitive registered form without coupons, in authorized denominations, the Global Registered Note shall be required cancelled by the Trustee. Notes in definitive registered form issued in exchange for the Global Registered Note pursuant to this Section 2.06 shall be reflected registered in a book-entry systemsuch names and in such authorized denominations as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.08, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.15, when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested and, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; providedrequested, however, provided that the Notes 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 Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his or her attorney attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Issuers shall issue and execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made for any registration of transfer or exchangeto the Noteholder, but except that the Issuer Issuers may require payment by the Holder of a sum sufficient to cover any transfer tax 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 Section 2.9, 3.6 or 8.5 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed or purchased pursuant to Sections 4.9 and 4.18. The Trustee shall not be required to exchange or register transfers of any Notes called or being called for redemption of the Notes and ending at the close of business on the day of such mailing, (ii) or selected or being selected for redemption repurchase in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable U.S. federal or state securities law.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 Section 2.11, 3.06, 4.07, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 2.14 and 2.172.15, when a 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 Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Issuer Company may require payment by the Holder of a sum sufficient to cover any transfer tax 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 2.09, 3.06 or 8.05 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of redemption of the any Notes and ending at the close of business on the day of such mailing, (ii) selected called or being called for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations registration of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Company may require from the Noteholder 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 Section 3.06, 4.08, 4.11 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture of applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Issuer . The Registrar 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 Section 2.11, 3.06, 4.14 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange (a) of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed (b) of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, part or (c) of any Note between a record date and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Parent Guarantor shall execute the Guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Issuer Trustee may require from the Noteholder 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes 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 Global Note shall be required to be reflected in a book-entry systembook entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject When a Note is presented to Sections 2.16 and 2.17the 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 Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Issuer Issuers may require payment by the Holder of a sum sufficient to cover any transfer tax 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 Section 2.09, 3.06 or 8.05 hereof. The Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of redemption of the any Notes and ending at the close of business on the day of such mailing, (ii) selected called or being called for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder Depository of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer except for any tax or governmental charge that may be imposed in connection therewith. The Company may require from the Noteholder 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 Section 2.11, 3.06, 4.08, 4.11 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during . The registered Holder of a Change Note will be treated as the owner of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawnit for all purposes. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a 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 Note in violation of any provision of this Indenture of applicable U.S. federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any U.S. federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Issuer . The Company may require from the Noteholder 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 Section 3.06, 4.08, 4.11 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a 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 Note in violation of any provision of this Indenture or applicable U.S. federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer as requested. Every Note presented or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before the mailing a selection of a notice of redemption of the Notes and ending at the close of business on the day of such mailingto be redemeed, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during between a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer record date and not withdrawnthe next succeeding Interest Payment Date. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any loss, cost, expense (including reasonable attorneys fees and expenses), claims or liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law. Unless expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if its the requirements for such transaction of this Indenture are met; provided, however, that the Notes . 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 Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Issuer 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 Section 2.11, 3.06, 4.09, 4.21 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of the Notes and ending at the close to be redeemed or of business on the day of such mailingany Note selected, (ii) selected called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry systembook entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this 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 duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.