Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 or 9.06 hereof, 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 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depository.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 Guarantors shall execute the Guarantees thereon) evidencing such transfer or co-Registrar’s requestexchange. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 2.17 hereof, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney its attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-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 Company may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.10, 4.15 or 9.06 hereof, 8.05 hereof (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 a Global Note shall be required to be reflected in a book entry 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 accordance 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 applicable procedures of the DepositoryCompany's compliance with any U.S. federal or state securities laws or Canadian provincial securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.12 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing sending of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 book-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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 4.12, 4.15 or 9.06 8.05 hereof, in which event the Company 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 15 Business Days days before the mailing of a notice of redemption selection of Notes and ending at the close of business on the day of such mailing and to be redeemed, (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a Global Note shall, by acceptance of such Global 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)Depositary, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject (a) The following provisions shall apply with respect to the provisions of Sections 2.15 and 2.16 hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the any proposed transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 interest in a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 or 9.06 hereof, 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 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Rule 144A Global Note shall, by acceptance of such Global that is a Restricted Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by : If (1) the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, (i) upon receipt by the Note shall be required Custodian and Registrar of: (A) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be reflected credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred, and (B) a book entry certificate in the form of Exhibit C from the transferor, and (ii) subject to the rules and procedures of DTC, the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the applicable foregoing. (b) If the owner of an interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A, (i) upon receipt by the Note Custodian and Registrar of: (A) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred, and (B) a certificate in the form of Exhibit B duly executed by the transferor, and (ii) in accordance with the rules and procedures of DTC, the DepositoryNote Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.

Transfer and Exchange. Subject to (a) The Notes shall be issued in registered form and shall be transferable only upon the provisions surrender of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfer transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes tax or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section Sections 2.10, 3.06, 4.07 or 9.06 hereof3.09, in which event the Company shall be responsible for the payment of such taxes4.11, 4.15 and 9.04). The In addition, the Trustee and Registrar or co-Registrar shall not may request such other evidence as may be required to register reasonably requested by them documenting the identity and/or signatures of the transferor and the transferees. (d) All Global Notes and Definitive Notes issued upon any registration of transfer of or exchange of any Note (i) during a period beginning at Global Notes or Definitive Notes shall be the opening valid obligations of 15 Business Days before the mailing Issuer, guaranteed by the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Any holder of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption beneficial interest in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global Notebeneficial interest, 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 such Global Note shall be required to be reflected in a book entry entry. (e) Neither the Issuer nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery of a notice of redemption pursuant to Section 3.03 and ending at the delivery of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, each of the Trustee, any Agent or 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, premium, if any, and (subject to the Record Date provisions of the Notes) 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. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuer designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) In connection with any proposed exchange of Notes, the Issuer or DTC shall be required to provide or cause to be provided to the Trustee all information available to them necessary to allow the Trustee to comply with any applicable procedures tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. 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. For certain payments made pursuant to this Indenture, the Paying Agent or Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Paying Agent or Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4 and 61 of the DepositoryUnited States Internal Revenue Code of 1986, as amended (the “Code”). The Paying Agent and/or Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Paying Agent prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Paying Agent and Trustee shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent such forms to be delivered under this Section 2.06 are not provided prior to or by the time the related payment is required to be made or are determined by the Paying Agent or Trustee to be incomplete and/or inaccurate in any respect, the Paying Agent or Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4 or 61 of the Code, and shall have no obligation to gross up any such payment.

Transfer and Exchange. Subject (a) The Corporation shall cause to be kept, at the provisions office or agency maintained for the purpose of Sections 2.15 registration of transfer and 2.16 hereoffor exchange, when as provided in Section 3.02, the Note Register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration and transfer of all Notes are presented of each series as provided in this Article II. The Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. Notes of any series to be exchanged may be surrendered at the Registrar Principal Office of the Trustee or at any office or agency to be maintained by the Corporation for such purpose as provided in Section 3.02, and the Corporation shall execute, the Corporation or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor, the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of a co-Registrar with Note of any series at the Principal Office of the Trustee or at any office or agency of the Corporation maintained for such purpose as provided in Section 3.02, the Corporation shall execute, the Corporation or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees, a request new Note of such series for a like aggregate principal amount. Registration or registration of transfer of a Note of any series by the Trustee or by any agent of the Corporation appointed pursuant to register Section 3.02, and delivery of such Note, shall be deemed to complete the registration or registration of transfer of such Notes or to exchange such Notes for an equal principal amount of Note. All Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes any series presented or surrendered for registration of transfer or for exchange or payment shall (if so required by the Corporation or the Trustee or the Authenticating Agent) be duly endorsed by, or be accompanied by by, a written instrument or instruments of transfer in form satisfactory to the Company Corporation and either the Registrar Trustee or co-Registrar, the Authenticating Agent duly executed by by, the Holder thereof holder or his such holder’s attorney duly authorized in writing. . (b) To permit registrations of transfer transfers and exchanges, the Company Corporation shall execute and the Trustee Trustee, upon receipt of a Corporation Order to do so, shall authenticate and deliver Definitive Notes and Global Notes at the Registrar’s written request of the Registrar for a series of Notes. All Definitive Notes and Global Notes issued upon any registration of transfer or co-Registrar’s requestexchange of Definitive Notes or Global Notes shall be the valid obligations of the Corporation, evidencing the same debt, the same series and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer or exchangeof Notes, but the Company Corporation or the Trustee may require payment of a sum sufficient to cover any transfer tax tax, fee or similar other governmental charge that may be imposed in connection therewith 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 2.102.10 or 9.03 not involving any transfer. Prior to due presentment for the registration of a transfer of any Note, 3.06the Trustee, 4.07 the Corporation and any agent of the Trustee or 9.06 hereofthe Corporation may deem and treat the Person in whose name such Note is registered as the absolute owner and holder of such Note for the purpose of receiving payment of principal of and premium, in which event if any, and interest on such Note and none of the Company Trustee, the Corporation or any agents of the Trustee or the Corporation shall be responsible for affected by notice to 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 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositorycontrary.

Transfer and Exchange. Subject to (a) The Notes shall be issued in registered form and shall be transferable only upon the provisions surrender of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfer transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes tax or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section Sections 2.10, 3.06, 4.07 or 9.06 hereof3.09, in which event the Company shall be responsible for the payment of such taxes4.11, 4.15 and 9.04). The In addition, the Trustee, Transfer Agent and Registrar or co-Registrar shall not may request such other evidence as may be required to register reasonably requested by them documenting the identity and/or signatures of the transferor and the transferees. (d) All Global Notes and Definitive Notes issued upon any registration of transfer of or exchange of any Note (i) during a period beginning at Global Notes or Definitive Notes shall be the opening valid obligations of 15 Business Days before the mailing Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Any holder of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption beneficial interest in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global Notebeneficial interest, 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 such Global Note shall be required to be reflected in a book entry entry. (e) Neither the Issuers nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery of a notice of redemption pursuant to Section 3.03 and ending at the delivery of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, each of the Trustee, any Agent or the Issuers 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, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02, the Issuers shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuers designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) In connection with any proposed transfer of Notes, the transferor shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable procedures tax reporting obligations, including any cost basis reporting obligations under Section 6045 of the DepositoryCode. 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. For certain payments made pursuant to this Indenture, the Paying Agent or Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Paying Agent or Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4 and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Paying Agent and/or Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Paying Agent prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Paying Agent and Trustee shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent requested a reasonable time in advance and any such forms to be delivered under this Section 2.06 are not provided prior to or by the time the related payment is required to be made or are determined by the Paying Agent or Trustee to be incomplete and/or inaccurate in any respect, the Paying Agent or Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4 or 61 of the Code, and shall have no obligation to gross up any such payment.

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 the Appendix. When a Note is presented to the provisions Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of Sections 2.15 this Indenture and 2.16 hereof, when Section 8-401(a)(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the same 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations registration of transfer transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrarregistrar’s request. No service charge shall be made for any registration of transfer or exchange, but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to this Section 2.10, 3.06, 4.07 or 9.06 hereof, in which event the Company shall be responsible for the payment of such taxes)2.06. The Registrar or co-Registrar Company shall not be required to make and the Registrar need not register the transfer of transfers or exchange of any Note (i) during a period beginning at the opening of 15 Business Days before the mailing of a notice of redemption exchanges of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption (except, in whole or in part pursuant the case of Notes to Article 3 hereof, except the unredeemed portion of any Note being be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Note, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests interest in such Global Notes Note may be effected only through a book book-entry system maintained by (a) the Holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry in accordance with entry. All Notes issued upon any transfer or exchange pursuant to the applicable procedures terms of this Indenture shall evidence the Depositorysame 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 the provisions of Sections 2.15 and 2.16 hereofSection 2 of Appendix A, when Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requirements, including, without limitation, compliance with Appendix A, for such transaction are met; provided, however, that the Notes any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company Registrar and the Registrar or co-Registrar, Trustee duly executed by the Holder thereof of such Note or his by its attorney duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar’s request. The Trustee shall notify the Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or co-Registrar’s requestexchange. Neither the Company nor the Registrar shall be required to issue, register the transfer of or exchange any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of notice of any redemption from the Company and ending at the close of business on the day the notice of redemption is sent to Holders, (ii) selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part may be transferred or exchanged, 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. No service charge shall be made for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes tax or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10, 3.063.07 or 9.05, 4.07 or 9.06 hereof, in which event the Company shall pay). Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or not such Note shall be responsible overdue and notwithstanding any notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on, such taxes). The Registrar or co-Registrar Note and for all other purposes, and notice to the contrary shall not be required to register affect the transfer of Trustee, any Agent or exchange of any Note (i) during a period beginning at the opening of 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in partCompany. Any Holder of a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system (as described in Section 2.1(b) of Appendix A) maintained by the Holder of such Global Note depository (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject (a) The following provisions shall apply with respect to the provisions of Sections 2.15 and 2.16 hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the any proposed transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 interest in a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 or 9.06 hereof, 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 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Rule 144A Global Note shall, by acceptance of such Global that is a Restricted Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by : If (1) the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, (x) upon receipt by the Note shall be required Custodian and Registrar of: (A) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be reflected credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred, and (B) a book entry certificate in the form of Exhibit C from the transferor, and (y) subject to the rules and procedures of DTC, the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the applicable foregoing. (b) If the owner of an interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor, (x) upon receipt by the Note Custodian and Registrar of: (A) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred, and (B) a certificate in the form of Exhibit B duly executed by the transferor, and (y) in accordance with the rules and procedures of DTC, the DepositoryNote Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.

Transfer and Exchange. (a) Subject to the provisions of Sections 2.15 and 2.16 hereofcompliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer and exchangesor exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge shall be made for any Any exchange or registration of transfer or exchangeshall be without charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation thereto; provided that this sentence shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.07, 2.10, 2.12(a), 3.06, 4.07 4.02 (last paragraph), 6.09(a)(10), or 9.06 hereof11.05. Neither the Company, in which event any Registrar nor the Company Trustee shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not 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 15 Business Days before the days 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 a Note in part, the portion not to be redeemed) or (c) any Notes or portions thereof in respect of which a Note has been delivered to the Trustee and ending at not withdrawn by the close Holder thereof (except, in the case of business on the day purchase of a Note in part, the portion not to be purchased). All Notes issued upon any registration of 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 mailing and registration of transfer or exchange. (iib) selected for redemption in whole or in part Any Registrar appointed pursuant to Article 3 hereof, except Section 2.03 hereof shall provide to the unredeemed portion Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of any Note being redeemed in partNotes upon registration of transfer or exchange of Notes. Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of a beneficial interests interest in such Global Notes Note may be effected only through a book book-entry system maintained by (i) the Holder of such Global Note (or its agent), (ii) any Holder of a beneficial interest in such Global Note or (iii) DTC or any Participant, and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry book-entry. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on registration of transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in accordance any Note (including any transfers between or among Participants 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 applicable procedures of the Depositoryexpress requirements hereof.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.09, 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 3.07, 4.07 or 9.06 hereof, 8.04 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 4.12, 4.15 or 9.06 8.05 hereof, in which event the Company 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 15 Business Days days before the mailing of a notice of redemption selection of Notes and ending at the close of business on the day of such mailing and to be redeemed, (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a Global Note shall, by acceptance of such Global 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 in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.09, 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 4.12, 4.15 or 9.06 hereof, in which event the Company 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 15 Business Days days before the mailing delivery of a notice of redemption of Notes and ending at the close of business on the day of such mailing and delivery, (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Company . The Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.12 or 9.06 hereof, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 Guarantors shall execute the Guarantees thereon) evidencing such transfer or co-Registrar’s requestexchange. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 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. 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 applicable procedures of the DepositoryIssuer’s compliance with any U.S. federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-Registrar with a request from the Holder to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company shall execute and the Trustee shall authenticate new Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar other governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.07 4.15, 4.16 or 9.06 hereof9.06, 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 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereofThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.12 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing sending of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 book-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 accordance 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 applicable procedures 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 DepositoryTrustee 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 hereofSection 2.16, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.09, 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.07, 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Company . The Issuer may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar Issuer shall not be required to transfer or co-exchange any Note selected for redemption. 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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to (a) The Notes shall be issued in registered form and shall be transferable only upon the provisions surrender of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfer transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes tax or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section Sections 2.10, 3.06, 4.07 3.10, 4.10, 4.14 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 9.06 hereofexchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in which event a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 Business Days days before the mailing of a notice of redemption of Notes pursuant to Section 3.03 and ending at the close of business on the day mailing of such mailing and notice of redemption, (ii2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article 3 hereofpart, except the unredeemed portion of any Note being redeemed in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a Global transfer of any Note, the Trustee, any Agent or the Company may deem and treat the Person in whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Company designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in making the Note shall be required to be reflected in a book entry exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) Neither the Trustee, Registrar nor any transfer agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable procedures law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among participants 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 Depositoryterms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to (a) The Notes shall be issued in registered form and shall be transferable only upon the provisions surrender of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfer transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes tax or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section Sections 2.10, 3.06, 4.07 3.10, 4.10, 4.14 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 9.06 hereofexchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in which event a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 Business Days days before the mailing of a notice of redemption of Notes pursuant to Section 3.03 and ending at the close of business on the day mailing of such mailing and notice of redemption, (ii2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article 3 hereofpart, except the unredeemed portion of any Note being redeemed in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a Global transfer of any Note, the Trustee, any Agent or the Company may deem and treat the Person in whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Company designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in making the Note shall be required to be reflected in a book entry exchange is entitled in accordance with the applicable procedures provisions of Appendix A so long as the Depositoryrequirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Company . The Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.12 or 9.06 hereof, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.02(b), 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Registrar may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.14 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed, (b) of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of a any Global Note shall, by acceptance of such Global 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 such Global Note shall be required to be reflected in a book entry 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 4.12, 4.15 or 9.06 8.05 hereof, in which event the Company 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 15 Business Days days before the mailing of a notice of redemption selection of Notes and ending at the close of business on the day of such mailing and to be redeemed, (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a Global Note shall, by acceptance of such Global 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 in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.09 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance 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 the any applicable procedures tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the DepositoryInternal 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 the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 4.12, 4.15 or 9.06 8.05 hereof, in which event the Company 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 15 Business Days days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Noteinterest, 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 Depository (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry in accordance with the applicable procedures of the Depositoryformat.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.07, 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney its attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s requestrequest 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 Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10, 3.06, 4.07 2.11,3.06,4.10,4.15 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 a Global Note shall be required to be reflected in a book entry 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 accordance 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 Issuer’s compliance with or have any responsibility with respect to the applicable procedures of the DepositoryIssuer’s compliance with any U.S. federal or state securities laws or Canadian provincial securities laws.

Transfer and Exchange. Subject to Sections 2.14 and 2.15, when a Note is presented to the provisions Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of Sections 2.15 and 2.16 hereofapplicable law are met and, 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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations transfers and exchanges, upon surrender of any Note for registration of transfer and exchangesat the office or agency maintained pursuant to Section 2.03 hereof, the Company shall execute and the Trustee shall authenticate Notes (and the Subsidiary Guarantors shall execute the guarantee thereon) at the Registrar’s or co-Registrar’s 's written request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10Sections 2.09, 3.06, 4.07 3.06 or 9.06 8.05 hereof, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange Notes for a period of 15 days before selection of any Note (i) during a period beginning at the opening Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of 15 Business Days before the mailing of a notice of redemption of any Notes and ending at the close of business on the day of such mailing and (ii) selected called or being called for redemption in whole or in part pursuant to Article 3 hereofpart, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance violation of any provision of this Indenture and/or applicable United States federal or state securities law. 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 Security) 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 applicable procedures of the Depositoryexpress requirements hereof.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Company . The Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes). The Registrar Issuer shall not be required to transfer or co-exchange any Note selected for redemption. 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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to (a) The Notes shall be issued in registered form and shall be transferable only upon the provisions surrender of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfer transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes tax or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section Sections 2.10, 3.06, 4.07 or 9.06 hereof3.09, in which event the Company shall be responsible for the payment of such taxes4.11, 4.15 and 9.04). The In addition, the Trustee, Transfer Agent and Registrar or co-Registrar shall not may request such other evidence as may be required to register reasonably requested by them documenting the identity and/or signatures of the transferor and the transferees. (d) All Global Notes and Definitive Notes issued upon any registration of transfer of or exchange of any Note (i) during a period beginning at Global Notes or Definitive Notes shall be the opening valid obligations of 15 Business Days before the mailing Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Any holder of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption beneficial interest in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global Notebeneficial interest, 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 such Global Note shall be required to be reflected in a book entry entry. (e) Neither the Issuer nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery of a notice of redemption pursuant to Section 3.03 and ending at the delivery of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, each of the Trustee, any Agent or 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, premium, if any, and (subject to the Record Date provisions of the Notes) 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. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuer designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the applicable procedures provisions of Appendix A so long as the Depositoryrequirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the . The Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.12 or 9.06 hereof, 8.05 (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of the Global Note or a beneficial interest in the Global Note shall, by acceptance of such Global NoteNote or beneficial interest, 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 in accordance entry. 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 applicable procedures of the DepositoryCompany's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject (a) The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to be kept at the Corporate Trust Office a register (the "Note Register") in which, subject to such reasonable regulations as the Trustee may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Trustee shall not register the transfer of any Note (other than the transfer of a Note to the nominee of the Clearing Agency) unless the transferee has executed and delivered to the Trustee a certification to the effect that either (i) the transferee is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Sections 2.15 Title I of ERISA or (b) a plan (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) that is subject to Section 4975 of the Code (each of the foregoing, a "Benefit Plan"), and 2.16 hereofis not acting on behalf of or investing the assets of a Benefit Plan, when or (ii) the transferee's acquisition and continued holding of the Note will be covered by a U.S. Department of Labor Prohibited Transaction Class Exemption. Each transferee of a Book-Entry Note shall be deemed to make one of the foregoing representations. (b) Subject to Section 2.03(a), upon surrender for registration of transfer of any Note at the office designated pursuant to Section 9.02 for such purpose, the Issuer shall execute and the Trustee upon written request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes are presented of any authorized denominations and of a like aggregate original principal amount. The Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on the Note. (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the Registrar or a co-Registrar with a request to register same benefits under this Indenture, as the transfer Notes surrendered upon such registration of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes exchange. (d) Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-RegistrarTrustee duly executed, duly executed by the Holder holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. . (e) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, but the Company Issuer or the Trustee may require payment by the transferor of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in connection therewith payable by the transferor with any registration of such Notes (transfer or exchange of Notes, other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.07 or 9.06 hereof, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall 10.05 not be required to register the transfer of or exchange of involving any Note (i) during a period beginning at the opening of 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositorytransfer.

Transfer and Exchange. Subject (a) The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to be kept at the Corporate Trust Office a register (the "Note Register") in which, subject to such reasonable regulations as the Trustee may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Trustee shall not register the transfer of any Note (other than the transfer of a Note to the nominee of the Clearing Agency) unless the transferee has executed and delivered to the Trustee a certification to the effect that either (i) the transferee is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Sections 2.15 Title I of ERISA or (b) a plan (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) that is subject to Section 4975 of the Code (each of the foregoing, a "Benefit Plan"), and 2.16 hereofis not acting on behalf of or investing the assets of a benefit Plan, when or (ii) the transferee's acquisition and continued holding of the Note will be covered by a U.S. Department of Labor Prohibited Transaction Class Exemption. Each transferee of a Book-Entry Note shall be deemed to make one of the foregoing representations. (b) Subject to Section 2.03(a), upon surrender for registration of transfer of any Note at the office designated pursuant to Section 9.02 for such purpose, the Issuer shall execute and the Trustee upon written request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes are presented of any authorized denominations and of a like aggregate original principal amount. The Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on the Note. (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the Registrar or a co-Registrar with a request to register same benefits under this Indenture, as the transfer Notes surrendered upon such registration of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes exchange. (d) Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-RegistrarTrustee duly executed, duly executed by the Holder holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. . (e) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, but the Company Issuer or the Trustee may require payment by the transferor of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in connection therewith payable by the transferor with any registration of such Notes (transfer or exchange of Notes, other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.07 or 9.06 hereof, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall 10.05 not be required to register the transfer of or exchange of involving any Note (i) during a period beginning at the opening of 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositorytransfer.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuers may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.09, 4.19 or 9.06 hereof, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 Issuers' compliance with or have any responsibility with respect to the applicable procedures of the DepositoryIssuers' compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuers or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the . The Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.12 or 9.06 hereof, 8.05 (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.06 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereofSection 2.16, when Notes are a Senior Note is presented to the Registrar or a co-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 Senior Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer and exchangesat the 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 or co-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 Company may require payment by the Noteholder of a sum sufficient to cover any transfer tax or similar the governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.9, 3.063.6, 4.07 4.18 or 9.06 8.5 hereof, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar Trustee shall not be required to register the transfer transfers of Senior Notes or to exchange Senior Notes for a period of 15 days before selection of any Note (i) during a period beginning at the opening Senior Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of 15 Business Days before the mailing of a notice of redemption of any Senior Notes and ending at the close of business on the day of such mailing and (ii) selected called or being called for redemption in whole or in part pursuant to Article 3 hereofpart, except the unredeemed portion of any Senior Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryCompany's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.14 and 2.15, when a Note is presented to the provisions Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of Sections 2.15 and 2.16 hereofapplicable law are met and, 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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations transfers and exchanges, upon surrender of any Note for registration of transfer and exchangesat the office or agency maintained pursuant to Section 2.03 hereof, the Company shall execute and the Trustee shall authenticate Notes (and the Subsidiary Guarantors shall execute the guarantee thereon) at the Registrar’s or co-Registrar’s 's written request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10Sections 2.09, 3.06, 4.07 3.06 or 9.06 8.05 hereof, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange Notes for a period of 15 days before selection of any Note (i) during a period beginning at the opening Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of 15 Business Days before the mailing of a notice of redemption of any Notes and ending at the close of business on the day of such mailing and (ii) selected called or being called for redemption in whole or in part pursuant to Article 3 hereofpart, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance violation of any provision of this Indenture and/or applicable United States federal or state securities law. 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 Security) 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 applicable procedures of the Depositoryexpress requirements hereof.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Company . The Issuer may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.12 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar Issuer shall not be required to transfer or co-exchange any Note selected for redemption. 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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 in accordance with the applicable procedures of the Depository.book

Transfer and Exchange. Subject to (a) The Notes shall be issued in registered form and shall be transferable only upon the provisions surrender of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Note for registration of transfer and in compliance with Appendix A. The transferor of any Note, including for this purpose, an exchange of a certificated Note for a Global Note, shall provide or exchange shall cause to be duly endorsed or accompanied by a written instrument of transfer in form satisfactory provided to the Company Trustee, upon reasonable request therefor, 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 Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. accuracy of such information. (b) To permit registrations of transfer transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section Sections 2.10, 3.06, 4.07 4.10 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 9.06 hereofexchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 Business Days days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part pursuant to Article 3 hereofpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a Global transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, at the Company’s expense, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, at the Company’s expense, the replacement Global Notes and Definitive Notes which the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in making the Note shall be required exchange is entitled to be reflected in a book entry in accordance with the applicable procedures provisions of Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the DepositoryRegistrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to the provisions of Sections 2.15 204 and 2.16 hereof205, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Company may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10304 or 1107, 3.06, 4.07 or 9.06 hereof, (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing or electronic delivery, as applicable, of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of the Global Note or a beneficial interest in the Global Note shall, by acceptance of such Global NoteNote or beneficial interest, 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 in accordance entry. 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 applicable procedures of the DepositoryCompany’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.02(b), 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a any Global Note shall, by acceptance of such Global 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 such Global Note shall be required to be reflected in a book entry 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject (a) Upon surrender for registration of transfer of any Note (or as set forth in any Series Supplement with respect to the provisions transfer and registration or de-registration of Sections 2.15 any Uncertificated Notes) at the office or agency of the Registrar, if the requirements of Section 2.8(f) and 2.16 hereofSection 8-401(a) of the New York UCC are met, when Notes are presented the Master Issuer shall (except in the case of Uncertificated Notes) execute and, after the Master Issuer has executed, the Trustee shall authenticate and deliver to the Registrar Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class (and, if applicable, Tranche or Subclass) and a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal like original aggregate principal amount of the Notes so transferred. At the option of any Noteholder, Notes may be exchanged (or de-registered) for other Notes (or, in the case of an exchange for Uncertificated Notes, de-registered) of the same Series and Class (and, if applicable, Tranche or Subclass) in authorized denominations of like original aggregate principal amount of the same seriesNotes so exchanged, upon surrender (or de-registration) of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, the Registrar or co-Registrar Master Issuer shall register execute (other than Uncertificated Notes), and after the transfer or make Master Issuer has executed, the Trustee shall authenticate and deliver to the Noteholder, the Notes (other than Uncertificated Notes) which the Noteholder making the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes is entitled to receive. (b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) (other than Uncertificated Notes) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee, the Master Issuer and the Registrar or co-Registrar, duly executed by by, the Holder thereof or his such Holder’s attorney duly authorized in writingwriting with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee and the Registrar may require. To permit registrations of transfer and exchanges, the Company The Master Issuer shall execute and deliver to the Trustee shall authenticate Notes at or the Registrar’s or co-Registrar’s request. No service charge shall be made for , as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under the Indenture and the Notes. (c) All Notes issued and authenticated upon any registration of transfer or exchange, but exchange (or de-registration) of the Company may require payment of a sum sufficient to cover Notes (including any transfer tax or similar governmental charge in connection therewith 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, 4.07 or 9.06 hereof, in which event the Company Uncertificated Notes) shall be responsible for the payment valid obligations of the Master Issuer, evidencing the same Indebtedness, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such taxes). registration of transfer or exchange. (d) The Registrar preceding provisions of this Section 2.8 notwithstanding, (i) the Master Issuer or co-the Registrar shall not be required (A) to issue, register the transfer of or exchange of (or de-registration) any Note (i) during for a period beginning at the opening of 15 Business Days before business fifteen (15) days preceding the mailing selection of a notice of any Note for redemption of Notes and ending at the close of business on the day of such the mailing of the relevant notice of redemption or (B) to register the transfer of or exchange any Note so selected for redemption, and (ii) selected for redemption no assignment or transfer of a Note or any commitment in whole respect thereof shall be effective until such assignment or transfer shall have been recorded in part the Note Register and in the books and records of the Trustee, as applicable, pursuant to Article 3 hereofSection 2.5(a). (e) Unless otherwise provided in the applicable Series Supplement, except no service charge shall be payable for any registration of transfer or exchange (or de-registration) of Notes, but the unredeemed portion of any Note being redeemed in part. Any Holder Master Issuer, the Registrar or the Trustee, as the case may be, may require payment by the Noteholder of a Global Note shallsum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any transfer or exchange (or de-registration) of Notes. (f) Unless otherwise provided in the applicable Series Supplement, by acceptance registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Global NoteNotes (which legend shall be set forth in the applicable Series Supplement or, agree that transfers of beneficial interests in such Global Notes may to the extent applicable, any Variable Funding Note Purchase Agreement) shall be effected only through if the conditions set forth in such applicable Series Supplement and, to the extent applicable, any Variable Funding Note Purchase Agreement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13 or any applicable Series Supplement with respect to Uncertificated Notes, the typewritten Note or Notes representing Book-Entry Notes for any Series, Class, Subclass or Tranche may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, Class, Subclass or Tranche, or to a book entry system maintained successor Clearing Agency for such Series, Class, Subclass or Tranche selected or approved by the Holder Master Issuer or to a nominee of such Global Note (or its agent)successor Clearing Agency, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry only if in accordance with the applicable procedures of the Depositorythis Section 2.8 and Section 2.12.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the . The Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.10, 4.19 or 9.06 hereof, 8.05 (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar Trustee 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 15 Business Days before days immediately preceding the mailing of a notice of redemption selection of Notes and ending at the close of business on the day of such mailing and (ii) to be redeemed or any Note selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in partredemption. Any Holder of a the Global Note shall, by acceptance of such Global 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 entry. Each Holder of a Note agrees to indemnify the Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in accordance 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 applicable procedures of the DepositoryCompany's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.02(b), 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuers may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Neither the Registrar nor the Issuers will be required to register the transfer or exchange of any Note between a record date and the next succeeding Interest Payment Date or to register the transfer or exchange of any Note selected for redemption, except for the unredeemed portion. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 Issuers’ compliance with or have any responsibility with respect to the applicable procedures of the DepositoryIssuers’ compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Fixed Rate Notes or Floating Rate Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Fixed Rate Notes or Floating Rate Notes to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Fixed Rate Notes or Floating Rate Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the . The Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.11 or 9.06 hereof, 8.05 (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryCompany’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange such notes 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the notation of Guarantee thereon) evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.07, 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing or electronic delivery of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 entry. Each Holder of a Note agrees to indemnify the Issuer, the Guarantors and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in accordance violation of any provision of this Indenture and/or applicable 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. 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 Notes (including any transfers between or among the Depository’s participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation, as is 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 applicable procedures of the Depositoryexpress requirements hereof.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, when (a) 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 may be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company 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 Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 or 9.06 hereof, 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 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption transferred in whole or in part pursuant in an authorized denomination upon the surrender of the Note to Article 3 hereofbe transferred, except together with the unredeemed portion form of transfer endorsed on it duly completed and executed, at the specified office of the Registrar or the specified office of any Transfer Agent. Each new Note being redeemed in part. Any Holder to be issued upon exchange of Notes or transfer of Notes will, within three Business Days of the receipt of a request for exchange or form of transfer, be mailed at the risk of the Holder entitled to the Note to such address as may be specified in such request or form of transfer. Transfer will be effected without charge by or on behalf of the Company, the Registrar or the Transfer Agents, but upon payment, or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require, in respect of any tax or other governmental charges which may be imposed in relation to it. The Company is not required to transfer or exchange any Note selected for redemption (b) The following provisions shall apply with respect to any proposed transfer of an interest in a Rule 144A Global Note shall, by acceptance of such Global that is a Restricted Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by : if (1) the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, subject to the rules and procedures of DTC, upon receipt by the Note shall be required Custodian and Registrar of: (i) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be reflected credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred; and (ii) a book entry certificate in the form of Exhibit C from the transferor, the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the applicable foregoing. (c) If the owner of a beneficial interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor, subject to the rules and procedures of DTC, upon receipt by the DepositoryNote Custodian and Registrar of: (i) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred; and (ii) a certificate in the form of Exhibit B duly executed by the transferor, the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the . The Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.10, 4.18 or 9.06 hereof, 9.05 (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-Company 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 15 Business Days before days immediately preceding the mailing selection of Notes to be redeemed or any Note selected for redemption. Prior to due presentment for the registration of a notice transfer of redemption of Notes any Note, the Trustee, the Registrar, the Paying Agent and ending at the close of business on Company may deem and treat the day Person in whose name any Note is registered as the absolute owner of such mailing Note for the purpose of receiving payment of principal of, and (ii) selected for redemption in whole premium, if any, or in part pursuant interest on such Note, and neither the Trustee, the Registrar, the Paying Agent nor the Company shall be affected by notice to Article 3 hereof, except the unredeemed portion of any Note being redeemed in partcontrary. Any Holder of a the Global Note shall, by acceptance of such Global 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 entry. Each Holder of a Note agrees to indemnify the Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in accordance 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 applicable procedures of the DepositoryCompany's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance 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 the any applicable procedures tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the DepositoryInternal 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 (1) The transfer and exchange of Rule 144A Global Notes or beneficial interests therein shall be effected through the Clearing Agency, in accordance with this Indenture and the procedures of the Clearing Agency therefor, which shall include restrictions on transfer comparable to those set forth herein to the provisions extent required by the Securities Act. Beneficial interests in any Rule 144A Global Note may be transferred to Persons who take delivery thereof in the form of Sections 2.15 and 2.16 hereof, when Notes are presented a beneficial interest in the same Rule 144A Global Note in accordance with the transfer restrictions set forth in the legends referred to in Section 2.9. No written orders or instructions shall be required to be delivered to the Note Registrar to effect the transfers described in this Section 2.8. In connection with any transfer, each such transferor of such Rule 144A Global Note shall be deemed to have represented and agreed that (x) such Rule 144A Global Note is being transferred in accordance with Rule 144A under the Securities Act to a transferee that the transferor reasonably believes is purchasing such Notes for its own account or an account with respect to which the transferee exercises sole investment discretion and each of the transferee and any such account is a co-Registrar “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with a request any applicable securities laws of any state of the United States or any other jurisdiction, and (y) each such transferee of such Note shall be deemed to register have made the representations set forth in Section 2.4(a)(i) through (iv). In addition, each such transferee of such Rule 144A Global Note shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or the Administrator on behalf of the Issuer or any initial purchaser of such Notes, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same series, the Registrar or co-Registrar Notes. (2) The Indenture Trustee shall not register the exchange of interests in a Note for a Definitive Note or 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 of a written instrument of transfer in form satisfactory to Note during the Company period beginning on any Note Record Date and ending on the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. next following Payment Date. (3) To permit registrations of transfer transfers and exchanges, the Company Issuer shall execute and the Indenture Trustee shall authenticate Notes at Notes, subject to such rules as the Registrar’s or co-Registrar’s requestIndenture Trustee may reasonably require. No service charge to the Noteholder shall be made for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Company Note Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental government charge payable in connection therewith payable by the transferor therewith. (4) All Notes issued upon any registration 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, 4.07 or 9.06 hereof, 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 Notes in accordance with this Section 2.8 shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (5) Prior to due presentment for registration of transfer of any Note, the Indenture Trustee, the Note Registrar and the Issuer may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Indenture Trustee, the Note Registrar or the Issuer shall be affected by notice to the contrary. (6) Notwithstanding any other provision of this Section 2.8, the typewritten Note or Notes representing Book-Entry Notes may be transferred, in whole but not in part, only to another nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Issuer or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.18. (7) Each transferee of an interest in a Book-Entry Note shall be deemed to represent and warrant, and each transferee of an interest in a Definitive Note shall deliver a certification representing and warranting, that: i. With respect to the Class A, Class B, Class C and Class D Notes, either (i) it is not, and for so long as it holds any beneficial interest in any such Note will not be (x) a Benefit Plan Investor, (y) a governmental, church or non-U.S. plan that is subject to any federal, state, local or non-U.S. laws that are substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) or (z) an entity any of the assets of which are (or are deemed for purposes of Similar Law to be) plan assets of any such governmental, church or non-U.S. plan, or (ii)(x) its acquisition, holding and disposition of such Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law and (y) if it is a Benefit Plan Investor, such Note is rated investment grade as of the date of purchase or transfer, it acknowledges that such Note is intended to be treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulation and it agrees to so treat such Note. ii. With respect to the Class E and Class F Notes, (x) it is not a Benefit Plan Investor, and (y) if it is a governmental, church or non-U.S. that is subject to Similar Law or an entity any of the assets of which are (or are deemed for purposes of Similar Law to be) plan assets of any such governmental, church or non-U.S. plan, its acquisition and holding of such Note will not give rise to a violation of Similar Law. 1. It acknowledges that the Indenture Trustee, the Issuer, each initial purchaser of the Notes, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same. If it is acquiring any Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. 2. The Indenture 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 depositary participants or beneficial owners of interests in any Rule 144A Global Note) during a period beginning at the opening of 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day other than to require delivery of such mailing certificates and (ii) selected for redemption in whole other documentation or in part pursuant evidence as are expressly required by, and to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained do so if and when expressly required by the Holder of such Global Note terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 3. The Issuer has structured this Indenture and the Notes have been (or its agentwill be) issued with the intention that the Issuer will be classified a trust under Treasury Regulations Section 301.7701-4(c), and that ownership any person acquiring any direct or indirect interest in any Notes will be treated as an owner of the Issuer’s assets for purposes of, and taxable on such interest under, Code Section 671. By acceptance of a beneficial interest in the Note, each holder of a Note shall be agrees to report consistently with such treatment for United States federal, state and local income tax purposes unless otherwise required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryby law.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but . The Issuer or the Company Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.09 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 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 accordance with this Indenture and in the applicable procedures of the DepositoryPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Senior Subordinated Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Senior Subordinated Notes to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Senior Subordinated Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Senior Subordinated Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Senior Subordinated Notes (and the Subsidiary Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Company may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.12 or 9.06 hereof, 8.05 (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to exchange or register the a transfer of or exchange of any Senior Subordinated Note (i) during for a period beginning at the opening of 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereofSenior Subordinated Notes, except the unredeemed portion of any Senior Subordinated Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 in accordance entry. 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 applicable procedures of the DepositoryCompany's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject (a) Transfer of a Global Dollar Note shall be by delivery. Each Global Dollar Note authenticated under this Indenture shall be in bearer form and delivered to the provisions Depositary or a nominee or custodian therefor, and each such Global Dollar Note shall constitute a single Note for all purposes of Sections 2.15 this Indenture. (a) DTC (i) has notified the Company that it is unwilling or unable to continue as, or ceases to be, a clearing agency registered under the Exchange Act and 2.16 hereof(ii) a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days of such notification, when (b) the Depositary is at any time unwilling or unable to continue as Depositary and a successor Depositary is not able to be appointed by the Company within 90 days or (c) at any time at the option of the Company. If an Event of Default occurs and is continuing, the Company shall, at the request of the Holder thereof, exchange all or part of any Global Dollar Note for one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount at maturity of such Definitive Notes and such Global Dollar Note after such exchange shall be $1,000 or integral multiples thereof. Whenever all of a Global Dollar Note is exchanged for one or more Definitive Notes, it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a part of a Global Dollar Note, is exchanged for one or more Definitive Notes, the Global Dollar Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A of such Global Dollar Note such that the principal amount of such Global Dollar Note will be equal to the portion of such Global Dollar Note not exchanged and shall thereafter return such Global Dollar Note to such Holder. All Definitive Notes issued in exchange for a Global Dollar Note or any portion thereof shall be registered in such names as the Depositary shall instruct the Trustee based on the instructions of DTC. Every Note authenticated and delivered in exchange for or in lieu of a Global Dollar Note, or any portion thereof, pursuant to Section 2.7, 2.10, 3.5 or 3.7 hereof or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Dollar Note. A Global Dollar Note may not be exchanged for a Definitive Note other than as provided in this Section 2.6(b). (c) Definitive Notes shall be transferable only upon the surrender of a Definitive Note for registration of transfer. When a Definitive Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements for such transfers are met. When Definitive Notes are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Definitive Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the same 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations registration of transfer transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Notes at the Registrar’s 's or co-Registrar’s registrar's request. No service charge . (d) The Company shall not be made required to make, and the Registrar need not register transfers or exchanges of, Definitive Notes selected for redemption (except, in the case of Definitive Notes to be redeemed in part, the portion thereof not to be redeemed) or any Definitive Notes for a period of 15 days before a selection of Definitive Notes to be redeemed. (e) Prior to the due presentation for registration of transfer of any Definitive Note, the Company, the Trustee, the Paying Agent, the Registrar or exchangeany co-registrar may deem and treat the Person in whose name a Definitive Note is registered as the absolute owner of such Definitive Note for the purpose of receiving payment of principal, but premium, 35 35 if any, interest or Additional Amounts, if any, on such Definitive Note and for all other purposes whatsoever, whether or not such Definitive Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (f) The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge in connection therewith payable by exchange pursuant to this Section 2.6. (g) All Notes issued upon any transfer or exchange pursuant to the transferor terms of such this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Notes (other than any surrendered upon such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.07 or 9.06 hereof, 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 15 Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryexchange.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.12 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing sending of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 book-entry. 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 ▇▇▇▇▇▇’s Note in accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.09, 4.21 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject (a) Upon surrender for registration of transfer of any Note (or as set forth in any Series Supplement with respect to the provisions transfer and registration or de-registration of Sections 2.15 any Uncertificated Notes) at the office or agency of the Note Registrar, if the requirements of Section 2.8(f) and 2.16 hereofSection 8-401(a) of the New York UCC are met, when Notes are presented the Issuer shall (except in the case of Uncertificated Notes) execute and, after the Issuer has executed, the Trustee shall authenticate and deliver to the Registrar Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class (and, if applicable, Subclass or Tranche) and a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal like original aggregate principal amount of the Notes so transferred. At the option of any Noteholder, Notes may be exchanged (or de-registered) for other Notes (or in the case of an exchange for Uncertificated Notes, registered) of the same Series and Class (and, if applicable, Subclass or Tranche) in authorized denominations of like original aggregate principal amount of the same seriesNotes so exchanged, upon surrender (or de-registration) of the Notes to be exchanged at any office or agency of the Note Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange (or de-registration), if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, the Registrar or co-Registrar Issuer shall register execute (other than Uncertificated Notes), and after the transfer or make Issuer has executed, the Trustee shall authenticate and deliver to the Noteholder, the Notes (other than Uncertificated Notes) which the Noteholder making the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes is entitled to receive. (b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) (other than Uncertificated Notes) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee, the Issuer and the Note Registrar or co-Registrar, duly executed by by, the Holder thereof or his such Holder’s attorney duly authorized in writingwriting with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee and the Note Registrar may require to document the identities and/or signatures of the transferor and the transferee (including the applicable Internal Revenue Service Form W-8 or W-9). To permit registrations of transfer and exchanges, the Company The Issuer shall execute and deliver to the Trustee shall authenticate or the Note Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable the Registrar’s or co-Registrar’s request. No service charge shall be made for Trustee to fulfill its responsibilities under the Indenture and the Notes. (c) All Notes issued and authenticated upon any registration of transfer or exchange, but exchange of the Company may require payment of a sum sufficient to cover Notes (including any transfer tax or similar governmental charge in connection therewith 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, 4.07 or 9.06 hereof, in which event the Company uncertificated Notes) shall be responsible for the payment valid obligations of the Issuer, evidencing the same indebtedness, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such taxes). registration of transfer or exchange. (d) The Registrar preceding provisions of this Section 2.8 notwithstanding, (i) the Trustee, the Issuer or co-Registrar the Note Registrar, as the case may be, shall not be required (A) to issue, register the transfer of or exchange (or de-registration) of any Note (i) during of any Series for a period beginning at the opening of 15 Business Days before business fifteen (15) days preceding the mailing selection of a notice of redemption any Series of Notes for redemption and ending at the close of business on the day of such the mailing of the relevant notice of redemption or (B) to register the transfer of or exchange any Note so selected for redemption, and (ii) selected for redemption no assignment or transfer of a Note or any commitment in whole respect thereof shall be effective until such assignment or transfer shall have been recorded in part the Note Register and in the books and records of the Trustee, as applicable, pursuant to Article 3 hereofSection 2.5(a) or as otherwise set forth in a Series Supplement with respect to Uncertificated Notes. (e) Unless otherwise provided in the applicable Series Supplement, except no service charge shall be payable for any registration of transfer or exchange (or de-registration) of Notes, but the unredeemed portion of any Issuer, the Note being redeemed in part. Any Holder Registrar or the Trustee, as the case may be, may require payment by the Noteholder of a Global Note shallsum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any transfer or exchange (or de-registration) of Notes. (f) Unless otherwise provided in the applicable Series Supplement, by acceptance registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Global Note, agree that transfers of beneficial interests Notes (which legend shall be set forth in such Global Notes may the applicable Series Supplement) shall be effected only through if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13 or any applicable Series Supplement with respect to Uncertificated Notes, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, Class, Subclass or Tranche or to a book entry system maintained successor Clearing Agency for such Series, Class, Subclass or Tranche selected or approved by the Holder Issuer or to a nominee of such Global Note (or its agent)successor Clearing Agency, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry only if in accordance with the applicable procedures of the Depositorythis Section 2.8 and Section 2.12.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.02(b), 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Registrar may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.14 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed (b) of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in partpart or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of a any Global Note shall, by acceptance of such Global 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 such Global Note shall be required to be reflected in a book entry 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 2.17 hereof, when Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Notes to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; providedPROVIDED, howeverHOWEVER, 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall issue and execute and, at the request and the expense of the Company, the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the . The Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section Sections 2.10, 3.063.6, 4.07 4.15, 4.19 or 9.06 hereof, 9.5 hereof (in which event events the Company shall will be responsible for the payment of such taxes). The Registrar or co-Registrar Trustee 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 15 Business Days before days immediately preceding the first mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole to be redeemed or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note selected, called or being called for redemption except, in the case of any Note where public notice has been given that such Note is to be redeemed in part, the portion thereof not to be redeemed. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryCompany's compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.09, 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any U.S. Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange such notes 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney its attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company Issuer shall issue and execute and the Trustee (upon receipt of an Authentication Order from the Issuer) shall authenticate new Notes (and the Guarantors shall execute the notation of Guarantee thereon) evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.07, 4.08 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing or electronic delivery of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.12 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.09, 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 ▇▇▇▇▇▇’s Note in accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof2.16, 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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith 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 Sections 2.10, 3.06, 4.07 4.15, 4.16 or 9.06 hereof9.06, 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 Business Days days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article 3 hereofThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations transfers and exchanges, upon surrender of any Note for registration of transfer and exchangesat the office or agency maintained pursuant to Section 2.03 hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-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 Company may require payment by the Holder of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10Sections 2.09, 3.06, 4.07 3.06 or 9.06 8.05 hereof, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange Notes for a period of 15 days before selection of any Note (i) during a period beginning at the opening Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of 15 Business Days before the mailing of a notice of redemption of any Notes and ending at the close of business on the day of such mailing and (ii) selected called or being called for redemption in whole or in part pursuant to Article 3 hereofpart, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance with the violation of any provision of this Indenture and/or applicable procedures of the DepositoryU.S. Federal or state securities law.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.16 and 2.16 2.17 hereof, when Notes are presented to the Registrar or a co-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 Notes of other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney its attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-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 Company may require from the Holder payment of a -29- sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.10, 4.15 or 9.06 hereof, 8.05 hereof (in which event events the Company shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global 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 a Global Note shall be required to be reflected in a book entry 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 accordance 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 applicable procedures of the DepositoryCompany's compliance with any U.S. federal or state securities laws or Canadian provincial securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.02(b), 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Registrar may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed (b) of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in partpart or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of a any Global Note shall, by acceptance of such Global 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 such Global Note shall be required to be reflected in a book entry 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 ▇▇▇▇▇▇’s Note in accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 hereof, 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 Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall 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 Company Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company Issuers 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 Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith 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, 4.07 4.12, 4.15 or 9.06 8.05 hereof, in which event the Company Issuers shall be responsible for the payment of such taxes). The Without the prior consent of the Issuers, the Registrar or co-Registrar shall not be required to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of 15 Business Days days before the mailing of a notice of redemption selection of Notes and ending at the close of business on the day of such mailing and for redemption, (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a Global Note shall, by acceptance of such Global 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), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry in accordance with the applicable procedures of the Depositoryentry.

Transfer and Exchange. Subject to the provisions of Sections 2.15 2.02(b), 2.16 and 2.16 hereof2.17, when Notes are presented to the Registrar or a co-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 other authorized denominations of the same seriesdenominations, the Registrar or co-Registrar shall 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 Company Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registrations of transfer transfers and exchanges, the Company 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 or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax taxes or similar other governmental charge that may be imposed in connection therewith payable by the transferor of such Notes (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.102.11, 3.06, 4.07 4.08, 4.20 or 9.06 hereof, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes). The Registrar or co-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 15 Business Days before days immediately preceding the mailing of a notice of redemption of Notes and ending at the close to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a the Global Note shall, by acceptance of such Global 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 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 accordance 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 applicable procedures of the DepositoryIssuer’s compliance with any Federal or state securities laws.