Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 requestexchange. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 (a) The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount transfers of Notes of other authorized denominationsas 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 Registrar 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 requesteddefined in Section 3(3) of ERISA) that is subject to the provisions of 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 is not acting on behalf of or investing the assets of a benefit Plan, 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 request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes 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 such 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 same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or 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 Issuer and the RegistrarTrustee duly executed, duly executed by the Holder holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 thereone) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The exchange of Notes, but the Issuer or the Trustee may require from payment by the Noteholder payment transferor of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a connection with any registration of transfer or exchangeexchange of Notes, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall 10.05 not be required to exchange or register a transfer of involving any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturetransfer.

Transfer and Exchange. Subject to Sections 2.16 and 2.172.17 hereof, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.10, 4.07 4.15 or 8.04 8.05 hereof (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the a Global Note shall be required to be reflected in a book entry. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. federal or state securities laws or Canadian provincial securities laws. Neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any U.S. federal or state securities laws or Canadian provincial securities laws.

Transfer and Exchange. Subject (a) The Corporation shall cause to Sections 2.16 be kept, at the office or agency maintained for the purpose of registration of transfer and 2.17for 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 with a request from Principal Office of the Holder 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 Notes series which the Noteholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of a 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 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 exchange them for an equal principal amount Section 3.02, and delivery of such Note, shall be deemed to complete the registration or registration of transfer of such Note. All Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Note 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 Issuer Corporation and either the Registrar, Trustee or the Authenticating Agent duly executed by by, the Holder thereof holder or his attorneys such holder’s attorney duly authorized in writing. . (b) To permit registrations of transfers and exchanges, the Issuer Corporation shall issue execute and execute andthe Trustee, upon receipt of a Corporation Order to do so, shall authenticate and deliver Definitive Notes and Global Notes at the written order request of the Issuer in the form Registrar for a series of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes. All Definitive Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such Global Notes issued upon any registration of transfer or exchange at of Definitive Notes or Global Notes shall be the Registrar’s requestvalid 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 to the Noteholder for any exchange or registration of transfer or exchange. The Issuer of Notes, but the Corporation or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes tax, fee or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange connection therewith other than exchanges pursuant to Section 2.11, 3.06, 3.07, 4.07 2.10 or 8.04 (in which events the Issuer shall be responsible 9.03 not involving any transfer. Prior to due presentment for the payment registration of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 the Trustee, the Corporation and any agent of the beneficial interests Trustee or the Corporation may deem and treat the Person in whose name such Global Note may be effected only through a book-entry system maintained by is registered as the Holder of such Global Note (or its agent), absolute owner and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder holder of such Note acknowledges for the restrictions purpose of receiving payment of principal of and premium, if any, and interest on transfer of such Note set forth in this Indenture and in none of the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee, the Corporation or any agents of the Trustee or the Corporation shall be affected by notice to the contrary.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.09, 4.07 4.20 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.12 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing sending of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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 book-entry. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee 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 (a) The following provisions shall apply with respect to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a any proposed transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate interest in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 : If (1) the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in the a Rule 144A Global Note shall be required 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 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 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 foregoing. (b) If the owner of an interest in a book entry. By its acceptance of 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 bearing Custodian and Registrar of: (A) instructions from the Private Placement Legend, each Holder of such the Regulation S Global Note acknowledges directing the restrictions on transfer of such Note set forth in this Indenture Custodian and Registrar to credit or cause to be credited a beneficial interest in the Private Placement Legend 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 agrees that it will transfer (ii) in accordance with the rules and procedures of DTC, the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such Note only as provided amount in this Indentureaccordance with the foregoing.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the Registrar with a request from the Holder of such Notes to register a transfer thereof or to exchange them such Note for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested. Every ; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his attorneys its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall issue execute and execute 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 of a like aggregate principal amount at the Registrar’s request. No service charge shall be made to the Noteholder for any Any exchange or registration of transfer or exchange. The Issuer shall be without charge, except that the Company or the Trustee Registrar may require from the Noteholder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but thereto; provided that this provision sentence shall not apply to any exchange pursuant to Section 2.112.07, 2.10, 2.12(a), 3.06, 3.074.02 (last paragraph), 4.07 6.09(a)(10), or 8.04 (in which events 11.05. Neither the Issuer Company, any Registrar nor the Trustee shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of (a) any Note Notes for a period of 15 days immediately next preceding the any mailing of a notice of redemption of Notes to be redeemed redeemed, (b) any Notes or of any Note selected, called portions thereof selected or being called for redemption except (except, in the unredeemed portion case of any redemption of a Note being redeemed 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 not withdrawn by the Holder thereof (except, in the case of the 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 registration of transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes 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 the a beneficial interests interest in such Global Note may be effected only through a 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 book-entry. By its acceptance 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 any Note bearing the Private Placement Legend, each Holder (including any transfers between or among Participants or other beneficial owners of interests in any Global Note) other than to require delivery of such Note acknowledges certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in terms 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 Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer Issuers shall issue execute and execute and, the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a written order of the Issuer in the form of an Officer’s Certificate 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 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the Noteholder a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Issuer or exchange (other than pursuant to Section 2.07), but the Trustee may require from the Noteholder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.11, 4.15 and 9.04). In addition, the Trustee, Transfer Agent and Registrar may request such other evidence as may be imposed in relation 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 or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry. By its acceptance . (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 bearing being redeemed in part or (3) to register the Private Placement Legendtransfer 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 Holder 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 acknowledges for the restrictions 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 such any Note set forth 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 tax reporting obligations, including any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. 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 Private Placement Legend 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 agrees that it will transfer 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 Note only as provided 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 (a) The following provisions shall apply with respect to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a any proposed transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate interest in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 : If (1) the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in the a Rule 144A Global Note shall be required 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 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 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 foregoing. (b) If the owner of an interest in a book entry. By its acceptance 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 any the Distribution Compliance Period therefor, (x) upon receipt by the Note bearing Custodian and Registrar of: (A) instructions from the Private Placement Legend, each Holder of such the Regulation S Global Note acknowledges directing the restrictions on transfer of such Note set forth in this Indenture Custodian and Registrar to credit or cause to be credited a beneficial interest in the Private Placement Legend 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 agrees that it will transfer (y) in accordance with the rules and procedures of DTC, the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such Note only as provided amount in this Indentureaccordance with the foregoing.

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 Sections 2.16 the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and 2.17, when Section 8-401(a)(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as 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 requested if the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writingsame requirements are met. To permit registrations registration of transfers and exchanges, the Issuer Company shall issue execute and execute 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. The Issuer or the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes pay all taxes, assessments or other governmental charge that may be imposed charges in relation to a connection with any transfer or exchange, but this provision shall not apply to any exchange pursuant to this Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)2.06. The Registrar Company shall not be required to exchange make and the Registrar need not register transfers or register a transfer exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Note Notes for a period of 15 days immediately preceding the mailing of notice of redemption 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 selectedis 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, called whether or being called for redemption except not such Note is overdue, and none of the unredeemed portion of Company, any Note being redeemed in partSubsidiary 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 the beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry. By its acceptance All Notes issued upon any transfer or exchange pursuant to the terms of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture shall evidence the same debt and in shall be entitled to the Private Placement Legend and agrees that it will same benefits under this Indenture as the Notes surrendered upon such transfer such Note only as provided in this Indentureor exchange.

Transfer and Exchange. Subject to Sections 2.16 and 2.17the provisions of Section 2 of Appendix A, when Notes are presented to the Registrar or a co-registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every or make the exchange if its requirements, including, without limitation, compliance with Appendix A, for such transaction are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder thereof of such Note or his attorneys by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute 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 Issue (and the Subsidiary Guarantors shall execute the Guarantees Subsidiary Guarantee endorsed thereon) evidencing such transfer or exchange ), and the Trustee shall authenticate, Notes at the Registrar’s request. No service charge The Trustee shall be made to notify the Noteholder for any registration Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. The Issuer or Neither the Trustee may require from Company nor the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or issue, register a the transfer of or exchange any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the day of the mailing of notice of any redemption from the Company and ending at the close of Notes business on the day the notice of redemption is sent to be redeemed Holders, (ii) selected for redemption, in whole or of any Note selectedin part, called or being called for redemption except the unredeemed portion of any Note being redeemed in partpart 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 exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.05, which 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 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 Note and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company. Any Holder of a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer shall issue execute and execute and, the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a written order of the Issuer in the form of an Officer’s Certificate 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 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the Noteholder 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 Holders shall be required to pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.11, 4.15 and 9.04). The Issuer or In addition, the Trustee and Registrar may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or request such other governmental charge that evidence as may be imposed in relation 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 or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, guaranteed by the Guarantors, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry. By its acceptance . (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 bearing being redeemed in part or (3) to register the Private Placement Legendtransfer 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 Holder 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 acknowledges for the restrictions 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 such any Note set forth 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 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 Private Placement Legend 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 agrees that it will transfer 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 Note only as provided 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 to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue execute and execute 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. The , but the Issuer or the Trustee may require from the Noteholder 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 other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.12, 4.07 4.15 or 8.04 (8.05 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer of any Note for (i) during a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemed or of any Note selectedredeemed, called or being called (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 the beneficial interests in such Global Note Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent)Depositary, and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue execute and execute 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. The , but the Issuer or the Trustee may require from the Noteholder 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 other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.12, 4.07 4.15 or 8.04 (8.05 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer of any Note for (i) during a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemed or of any Note selectedredeemed, called or being called (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 the beneficial interests in such Global Note 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 Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject (a) The following provisions shall apply with respect to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a any proposed transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate interest in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 : If (1) the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in the a Rule 144A Global Note shall be required 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 Custodian and Registrar of: (i) written 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 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 foregoing. (b) If the owner of an interest in a book entry. By its acceptance 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 any the Distribution Compliance Period therefor, (x) upon receipt by the Note bearing Custodian and Registrar of: (i) written instructions from the Private Placement Legend, each Holder of such the Regulation S Global Note acknowledges directing the restrictions on transfer of such Note set forth in this Indenture Custodian and Registrar to credit or cause to be credited a beneficial interest in the Private Placement Legend 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, and agrees that it will transfer (y) in accordance with the rules and procedures of DTC, the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such Note only as provided amount in this Indentureaccordance with the foregoing.

Transfer and Exchange. Subject to Sections 2.16 and 2.17the provisions of Section 2 of Appendix A, when Notes are presented to the Registrar or a co-registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every or make the exchange if its requirements, including, without limitation, compliance with Appendix A, for such transaction are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder thereof of such Note or his attorneys by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute 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 Issue (and the Subsidiary Guarantors shall execute the Guarantees Subsidiary Guarantee endorsed thereon) evidencing such transfer or exchange ), and the Trustee shall authenticate, Notes at the Registrar’s request. No service charge The Trustee shall be made to notify the Noteholder for any registration Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. The Issuer or Neither the Trustee may require from Company nor the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or issue, register a the transfer of or exchange any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the day of the mailing of notice of any redemption from the Company and ending at the close of Notes business on the day the notice of redemption is sent to be redeemed Holders, (ii) selected for redemption, in whole or of any Note selectedin part, called or being called for redemption except the unredeemed portion of any Note being redeemed in partpart 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 exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.05, which 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 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 Note and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company. Any Holder of a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.09 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986, as amended. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note presented or requested if the requirements in this Indenture are met; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue execute and execute 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 imposed by the Noteholder Company, the Trustee or any Agent for any registration of transfer or exchange. The Issuer or , but the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes taxes, assessments or other governmental charge that may be imposed payable in relation to a transfer connection therewith. Without the prior written consent of the Company, the Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The co-Registrar shall not be required to exchange or register a the transfer of or exchange any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing sending of a notice of redemption of Notes to be redeemed and ending at the close of business on the day of such mailing or of any Note selectedother transmission, called or being called (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, (iii) during a Change of Control Offer if such Note is validly tendered pursuant to such Change of Control Offer and not validly withdrawn or (iv) beginning at the opening of business 15 days before an Interest Payment Date. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book-entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturebook-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer shall not be required to transfer or exchange any Note selected for redemption. The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer Issuers in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue execute and execute 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. The , but the Issuer or the Trustee may require from the Noteholder 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 other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.12, 4.07 4.15 or 8.04 (8.05 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer of any Note for (i) during a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemed or of any Note selectedredeemed, called or being called (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 the beneficial interests in such Global Note 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 Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.09, 4.07 4.20 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any loss, cost, expense (including reasonable attorneys fees and expenses), claims or liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Unless expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any transfer or exchange pursuant to Section 2.11, 3.06, 3.074.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue execute and execute 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. The , but the Issuer or the Trustee may require from the Noteholder 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 other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.12, 4.07 4.15 or 8.04 (9.06 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer of any Note for (i) during a period beginning at the opening of 15 days immediately preceding before the mailing delivery of a notice of redemption of Notes to be redeemed or and ending at the close of any Note selectedbusiness on the day of such delivery, called or being called (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 the beneficial interests in such Global Note Notes may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the such Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requestedrequested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee Registrar may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.14 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or redeemed, (b) of any Note selected, called or being called for redemption 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 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. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal, state or foreign securities law. Neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request from the Holder to register the transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall issue execute and execute 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 's or co-Registrar's request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or , but the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith (other than any such transfer taxes or other governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.15, 4.07 4.16 or 8.04 (9.06, in which events event the Issuer 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 or register a transfer of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding the mailing of a notice of redemption of Notes to be redeemed or and ending at the close of any Note selected, called or being called business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article Three, 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 Note Notes may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.12 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing sending of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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 book-entry. By its acceptance 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 Note bearing 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 Private Placement LegendTrustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, each Holder including, without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such Note acknowledges information. Except as expressly provided herein, neither the restrictions on transfer of such Note set forth in this Indenture and in Trustee nor the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureRegistrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue execute and execute 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. The , but the Issuer or the Trustee may require from the Noteholder 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 other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.12, 4.07 4.15 or 8.04 (8.05 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer of any Note for (i) during a period beginning at the opening of 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemed or and ending at the close of any Note selectedbusiness on the day of such mailing, called or being called (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 the beneficial interests in such Global Note Notes may be effected only through a book-entry system maintained by the Holder of such Global Note Depository (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturebook-entry format.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 requestexchange. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 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 Issuer’s compliance with any U.S. federal or state securities laws.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the Registrar with a request from the Holder of such Notes to register a transfer thereof or to exchange them such Note for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested. Every ; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Issuer Registrar and the Registrar, each duly executed by the Holder thereof or his attorneys its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Issuer shall issue and execute and, upon receipt surrender of a written order any Note for registration 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 an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate, Notes of a like aggregate principal amount at the Registrar’s 's request. No service charge Any transfer or exchange shall be made to without charge, except that the Noteholder for any registration of transfer or exchange. The Issuer Company or the Trustee Registrar may require from the Noteholder payment of a sum sufficient to cover any transfer taxes pay all taxes, assessments or other governmental charge charges that may be imposed in relation to a connection with the transfer or exchange of the Notes from the Holder requesting such transfer or exchange. Neither the Company, but this provision the Registrar nor the Trustee shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of (i) any Note Notes selected for a period of 15 days immediately preceding redemption (except, in the mailing of notice of redemption case of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder , the portion thereof not to be redeemed), (ii) any Notes in respect of which a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through Purchase Notice or a book-entry system maintained Fundamental Change Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of such Global Note this Indenture (or its agent)except, and that ownership of a beneficial interest in the Global Note shall be required case of Notes to be reflected purchased in a book entry. By its acceptance of part, the portion thereof not to be purchased) or (iii) any Note bearing the Private Placement LegendNotes surrendered for conversion (except, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided case of Notes to be converted in this Indenturepart, the portion thereof not to be converted).

Transfer and Exchange. Subject to Sections 2.16 (a) The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount transfers of Notes of other authorized denominationsas 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 Registrar 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 requesteddefined in Section 3(3) of ERISA) that is subject to the provisions of 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 is not acting on behalf of or investing the assets of a benefit Plan, 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 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 same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or 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 Issuer and the RegistrarTrustee duly executed, duly executed by the Holder holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 thereone) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The exchange of Notes, but the Issuer or the Trustee may require from payment by the Noteholder payment transferor of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a connection with any registration of transfer or exchangeexchange of Notes, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall 10.05 not be required to exchange or register a transfer of involving any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturetransfer.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the Registrar with a request from the Holder of such Notes to register a transfer thereof or to exchange them such Note for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested. Every ; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Issuer Registrar and the Registrar, each duly executed by the Holder thereof or his attorneys its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Issuer Company shall issue execute, and execute 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 authenticate, Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge Any transfer or exchange shall be made to without charge, except that the Noteholder for any registration of transfer or exchange. The Issuer Company or the Trustee Registrar may require from the Noteholder payment of a sum sufficient to cover any transfer taxes pay all taxes, assessments or other governmental charge charges that may be imposed in relation to a connection with the transfer or exchange of the Notes from the Holder requesting such transfer or exchange. Neither the Company, but this provision the Registrar nor the Trustee shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of (i) any Note for Notes in respect of which a period Fundamental Change Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of 15 days immediately preceding this Indenture (except, in the mailing of notice of redemption case of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed repurchased in part, the portion thereof not to be repurchased) or (ii) any Notes surrendered for conversion (except, in the case of Notes to be converted in part, the portion thereof not to be converted). Any Holder All Notes issued upon any transfer or exchange of a Global Note shall, by acceptance of such Global Note, agree that transfers Notes shall be valid obligations of the beneficial interests Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Global Note may be effected only through a book-entry system maintained by the Holder Registrar of such Global Note Notes upon transfer or exchange of Notes. (c) The Trustee shall have no obligation or its agent)duty to monitor, and that ownership of a beneficial interest in the Global Note shall be required determine or inquire as to be reflected in a book entry. By its acceptance of compliance with any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note between or among Agent Members or other beneficial owners of interests in any Global Security other than to require delivery of such Note set forth in this Indenture certificates and in other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Private Placement Legend and agrees that it will transfer such Note only as provided in terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a written request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requestedrequested if the requirements for such a transaction are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Registrar may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.09, 4.07 4.20 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed or of any Note selected, called or being called selected for redemption except the unredeemed portion of any Note being redeemed in part. redemption. (b) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global 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. By its acceptance . (c) 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. securities laws. (d) Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor any Registrar shall have any duty to monitor the Issuer's compliance with or have any responsibility with respect to the Issuer's compliance with any U.S. securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.14 and 2.172.15, when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested. Every requested provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue execute and execute 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 Subsidiary Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's written request. No service charge Any exchange or transfer shall be made to without charge, except that the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from payment by the Noteholder payment Holder of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 3.07, 4.07 3.06 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)8.05 hereof. The Registrar Trustee shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed. The Trustee shall not be required to exchange or register a transfer transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption in whole or in part, 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legendprovision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, each Holder of such Note acknowledges the 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 Note set forth in this Indenture certificates and in other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Private Placement Legend and agrees that it will transfer such Note only as provided in terms 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 Sections 2.16 2.14 and 2.172.15, when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested. Every requested provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed exe- cuted by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue execute and execute 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 Subsidiary Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's written request. No service charge Any exchange or transfer shall be made to without charge, except that the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from payment by the Noteholder payment Holder of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 3.07, 4.07 3.06 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)8.05 hereof. The Registrar Trustee shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed. The Trustee shall not be required to exchange or register a transfer transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption in whole or in part, 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legendprovision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, each Holder of such Note acknowledges the 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 Note set forth in this Indenture certificates and in other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Private Placement Legend and agrees that it will transfer such Note only as provided in terms 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 Sections 2.16 and 2.17, when Notes are presented (a) Upon surrender for registration of transfer of any Note (or as set forth in any Series Supplement with respect to the Registrar with transfer and registration or de-registration of any Uncertificated Notes) at the office or agency of the Registrar, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, 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 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 request from the Holder of such Notes to register a transfer or to exchange them 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 Notes 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 other authorized denominationsany 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 Master Issuer shall register execute (other than Uncertificated Notes), and after the transfer as requested. 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 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 Trustee, the Master Issuer and the Registrar, Registrar duly executed by by, the Holder thereof or his attorneys 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 transfers and exchanges, the The Master Issuer shall issue execute and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, deliver to the Trustee shall authenticate new or the Registrar, 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 Guarantors shall execute the Guarantees thereonNotes. (c) evidencing such All Notes issued and authenticated upon any registration of transfer or exchange (or de-registration) of the Notes (including any transfer of Uncertificated Notes) shall be the 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 registration of transfer or exchange. (d) The preceding provisions of this Section 2.8 notwithstanding, (i) the Master Issuer or the Registrar shall not be required (A) to issue, register the transfer of or exchange (or de-registration) any Note for a period beginning at the Registrar’s request. No opening of business fifteen (15) days preceding the selection of any Note for redemption and ending at the close of business on the day of 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) no assignment or transfer of a Note or any commitment in respect thereof shall be effective until such assignment or transfer shall have been recorded in the Note Register and in the books and records of the Trustee, as applicable, pursuant to Section 2.5(a). (e) Unless otherwise provided in the applicable Series Supplement, no service charge shall be made to the Noteholder payable for any registration of transfer or exchange. The Issuer exchange (or de-registration) of Notes, but the Master Issuer, the Registrar or the Trustee Trustee, as the case may be, may require from payment by the Noteholder payment of a sum sufficient to cover any transfer taxes Tax or other governmental charge that may be imposed in relation to a connection with any transfer or exchangeexchange (or de-registration) of Notes. (f) Unless otherwise provided in the applicable Series Supplement, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment registration of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for Notes containing a period of 15 days immediately preceding the mailing of notice of redemption of Notes legend relating to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note Notes (which legend shall be set forth in the applicable Series Supplement or, to the extent applicable, any Variable Funding Note Purchase Agreement) shall be effected only 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 Indenture Section 2.8 and in the Private Placement Legend and agrees that it will transfer such Note only 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 successor Clearing Agency for such Series, Class, Subclass or Tranche selected or approved by the Master Issuer or to a nominee of such successor Clearing Agency, only if in accordance with this IndentureSection 2.8 and Section 2.12.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 Parent Guarantor shall execute the Guarantees Guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Fixed Rate Notes or Floating Rate Notes are presented to the Registrar with a request from the Holder of such Fixed Rate Notes or Floating Rate Notes to register a transfer or to exchange them for an equal principal amount of Fixed Rate Notes or Floating Rate Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.11 or 8.04 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in of applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or exchange such notes as requestedrequested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees notation of Guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing or electronic delivery of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance 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 violation of any Note bearing provision of this Indenture and/or applicable federal or state securities law. Except as expressly provided herein, neither the Private Placement LegendTrustee 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, each Holder of such Note acknowledges the 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 Note set forth in 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 in to examine the Private Placement Legend and agrees that it will transfer such Note only same to determine substantial compliance as provided in this Indentureto form with the express requirements hereof.

Transfer and Exchange. (a) The following provisions shall apply to the Notes in lieu of Section 2.8 of the Original Indenture. Subject to the provisions of Sections 2.16 2.3 and 2.172.4 hereof, when Notes are presented to the Registrar office or agency maintained for registration of transfer and exchange as provided in Section 3.2 of the Original Indenture (the “Registrar”) with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue execute and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a the transfer of any Note for or exchange of the Notes (i) during a period beginning at the opening of 15 days immediately preceding Business Days before the mailing of a notice of redemption of the applicable Notes to be redeemed and ending at the close of business on the day of such mailing and (ii) selected for redemption, in whole or of any Note selectedin part, called or being called for redemption except the unredeemed portion of any Note applicable Notes 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 Note Notes may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject (i) Notwithstanding any other provisions of the Indenture or the Notes, a Global Note shall not be exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, PROVIDED that a Global Note may be exchanged for Notes registered in the names of any person designated by the Depositary in the event that (A) the Depositary has notified the Company that it is unwilling or unable to Sections 2.16 continue as depositary for such Global Note or the Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and 2.17a successor Depositary is not appointed by the Company within 90 days, when Notes are presented (B) an Event of Default has occurred and is continuing with respect to the Registrar with Notes or (C) the Company executes and delivers a request Company Order to the effect that the Global Note shall be exchangeable. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Holder Depositary. (ii) Notes issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Notes Global Note or portion thereof to register a transfer be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary shall designate. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to exchange them for an equal such Global Note, the principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Note presented or surrendered for registration of transfer or exchange thereof shall be duly endorsed or be accompanied reduced, by a written instrument of transfer in form satisfactory an amount equal to the Issuer and portion thereof to be so exchanged, by means of an appropriate adjustment made on the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order records of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate new Notes and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (and the Guarantors shall execute the Guarantees thereoniii) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made Subject to the Noteholder for provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any registration of transfer or exchange. The Issuer Person, including Agent Members (as defined below) and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. (iv) In the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Notes. (v) Neither any members of, or participants in, the Depositary (collectively, the "AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may require from act shall have any rights under the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply Indenture with respect to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shallregistered in the name of the Depositary or any nominee thereof, by acceptance of or under any such Global Note, agree that transfers and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by Company or the Trustee as the absolute owner and Holder of such Global Note (for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its agent)Agent Members and any other Person on whose behalf an Agent Member may act, and that ownership the operation of customary practices of such Persons governing the exercise of the rights of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance Holder of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureNote.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 requestexchange. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemed or of any Note selected, called or being called selected for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global 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. By its acceptance of any Note bearing the Private Placement LegendLegend (or any beneficial interest therein), each Holder of such Note or holder of such beneficial interest acknowledges the restrictions on transfer of such Note or beneficial interest set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note or beneficial interest only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.16, when a Senior Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Senior Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested. Every , provided that every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Senior Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or Noteholder, except that the Trustee Company may require from payment by the Noteholder payment of a sum sufficient to cover any transfer taxes tax or other the governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.9, 3.063.6, 3.07, 4.07 4.18 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)8.5 hereof. The Registrar Trustee shall not be required to register transfers of Senior Notes or to exchange Senior Notes for a period of 15 days before selection of any Senior Notes to be redeemed. The Trustee shall not be required to exchange or register a transfer transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Senior Notes to be redeemed or of any Note selected, called or being called for redemption in whole or in part, 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 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. By its acceptance Each Holder of a Senior Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Senior Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.14 and 2.172.15, when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested. Every ; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue execute and execute 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 Subsidiary Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's written request. No service charge Any exchange or transfer shall be made to without charge, except that the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from payment by the Noteholder payment Holder of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 3.07, 4.07 3.06 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)8.05 hereof. The Registrar Trustee shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed. The Trustee shall not be required to exchange or register a transfer transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption in whole or in part, 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legendprovision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, each Holder of such Note acknowledges the 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 Note set forth in this Indenture certificates and in other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Private Placement Legend and agrees that it will transfer such Note only as provided in terms 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 Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.09, 4.07 4.20 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer's compliance with or have any responsibility with respect to the Issuer's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer Issuers shall issue execute and execute and, the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a written order of the Issuer in the form of an Officer’s Certificate 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 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the Noteholder a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Issuer or exchange (other than pursuant to Section 2.07), but the Trustee may require from the Noteholder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05). In addition, the Trustee, Transfer Agent and Registrar may request such other evidence as may be imposed in relation 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 or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry. By its acceptance . (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 mailing of a notice of redemption pursuant to Section 3.03 and ending at the mailing 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 bearing being redeemed in part or (3) to register the Private Placement Legendtransfer 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 Holder 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 acknowledges for the restrictions 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 such any Note set forth 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 Private Placement Legend provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and agrees that it will Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer such Note only as provided in this Indentureor exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.10, 4.07 4.18 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Registrar Trustee shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed or of any Note selected, called or being called selected for redemption 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuers' compliance with or have any responsibility with respect to the Issuers' compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 requestexchange. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer and the Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.. 39

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.063.6, 3.074.8, 4.07 4.11 or 8.04 8.5 (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of Except as expressly provided herein, neither the Trustee nor the Registrar shall have any Note bearing duty to monitor the Private Placement Legend, each Holder of such Note acknowledges Issuers’ compliance with or have any responsibility with respect to the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureIssuers’ compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986, as amended. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange. Subject (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 Sections 2.16 and 2.17, when Notes are presented those set forth herein to the 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 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 a request from the Holder 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 register which the transferee exercises sole investment discretion and each of the transferee and any such account is a “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 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 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 or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar Notes. (2) The Indenture Trustee shall not register the exchange of interests in a Note for a Definitive Note or the transfer as requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by of a written instrument of transfer in form satisfactory to Note during the Issuer period beginning on any Note Record Date and ending on the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. next following Payment Date. (3) To permit registrations of transfers and exchanges, the Issuer shall issue execute and execute 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 Indenture Trustee shall authenticate new Notes (and Notes, subject to such rules as the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s requestIndenture Trustee may reasonably require. No service charge to the Noteholder shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or exchange (except as otherwise expressly permitted herein), but the Trustee Note Registrar may require from the Noteholder payment of a sum sufficient to cover any transfer taxes tax or other governmental similar government charge that may payable in connection therewith. (4) All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Section 2.8 shall be imposed in relation the valid obligations of the Issuer, evidencing the same debt, and entitled to a 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, but this provision shall 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 apply to any exchange pursuant to Section 2.11such Note is overdue, 3.06and none of the Indenture Trustee, 3.07, 4.07 the Note Registrar or 8.04 (in which events the Issuer shall be responsible 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 payment account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such taxes)account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. 2. The Registrar Indenture Trustee shall not be required have no obligation or duty to exchange monitor, determine or register a inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of interest in any Note selected, called (including any transfers between or being called for redemption except the unredeemed portion among depositary participants or beneficial owners of interests in any Note being redeemed in part. Any Holder of a Rule 144A Global Note shall, by acceptance Note) other than to require delivery of such Global Notecertificates and other documentation or evidence as are expressly required by, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained and to 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 Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement LegendNote, each Holder holder of a Note agrees to report consistently with such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture treatment for United States federal, state and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturelocal income tax purposes unless otherwise required by law.

Transfer and Exchange. (a) Subject to Sections 2.16 and 2.17Section 2.16, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of and the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Note Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 3.06 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. . (b) Any Holder of a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global 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. By its acceptance . (c) Each Holder of a Note agrees to indemnify the Issuer and the Note Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. (d) Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.16, when a Senior Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Senior Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested. Every , provided that every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Senior Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or Noteholder, except that the Trustee Company may require from payment by the Noteholder payment of a sum sufficient to cover any transfer taxes tax or other the governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.9, 3.063.6, 3.074.8, 4.07 4.22 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)8.5 hereof. The Registrar Trustee shall not be required to register transfers of Senior Notes or to exchange Notes for a period of 15 days before selection of any Senior Notes to be redeemed. The Trustee shall not be required to exchange or register a transfer transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Senior Notes to be redeemed or of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Senior 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 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. By its acceptance Each Holder of a Senior Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Senior Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject (a) The Subordinated Notes may be surrendered for registration, transfer or exchange at the office of the Registrar. Also, all notices or demands to Sections 2.16 or upon the Issuer in respect to the Subordinated Notes and 2.17this Indenture may be served on the issuer at the office of the Registrar. (b) Upon surrender for registration of transfer of any Subordinated Note to the Registrar, when and satisfaction of the requirements for such transfer set forth in this Section 2.09, the Issuer shall execute, and the Trustee or an Authenticating Agent shall, upon receipt of a written order from the Issuer, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Subordinated Notes may be exchanged for other Subordinated Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Subordinated Notes to be exchanged at any such office or agency maintained by the Issuer pursuant to Section 2.07. Whenever any Subordinated Notes are presented to so surrendered for exchange, the Registrar with Issuer shall execute, and the Trustee or an Authenticating Agent shall, upon receipt of a request written order from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsIssuer, authenticate and deliver, the Registrar shall register Subordinated Notes that the transfer as requestedHolder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. Every Note All Subordinated Notes presented or surrendered for registration of transfer or exchange for exchange, repurchase or redemption shall (if so required by the Issuer, the Trustee or the Registrar) be duly endorsed endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys its attorney-in-fact duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall will be made by the Issuer or the Registrar to the Noteholder a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note for any registration of registration, transfer or exchange. The , but the Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed in relation to a connection therewith (other than any such transfer taxes or exchange, but this provision shall not apply to any similar governmental charge payable upon exchange or transfer pursuant to Section 2.112.13, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxesSection 3.07 and Section 4.02). The Issuer and the Registrar shall not be required (A) to register the transfer of or to exchange or any Subordinated Note subject to redemption, (B) to register a the transfer of a Subordinated Note other than in amounts of SEK 2,000,000 or an integral multiple of SEK 1,000,000 in excess thereof or (C) All Subordinated Notes issued upon any Note for registration of transfer or exchange of Subordinated Notes in accordance with this Indenture shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. (c) The transfer and exchange of Book-Entry Interests shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a period of 15 days immediately preceding Book-Entry Interest in the mailing of notice of redemption of Notes same Global Note), the Transfer Agent (copied to the Trustee and Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be redeemed transferred or of any Note selected, called exchanged; (ii) a written order from a Participant or being called for redemption except an Indirect Participant given to the unredeemed portion of any Note being redeemed Depositary in part. Any Holder of accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note shallin an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, by acceptance of such Global Note, agree that transfers of the beneficial interests in such if applicable. (d) A Global Note may not be effected only through transferred except as a book-entry system maintained whole by the Holder Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturesuccessor Depositary.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.10, 4.07 4.19 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Registrar Trustee shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed or of any Note selected, called or being called selected for redemption 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuers' compliance with or have any responsibility with respect to the Issuers' compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.16, when a Senior Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Senior Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested. Every , provided that every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Senior Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or Noteholder, except that the Trustee Company may require from payment by the Noteholder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.09, 3.06, 3.074.08, 4.07 4.22 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)8.05 hereof. The Registrar Trustee shall not be required to register transfers of Senior Notes or to exchange Notes for a period of 15 days before selection of any Senior Notes to be redeemed. The Trustee shall not be required to exchange or register a transfer transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Senior Notes to be redeemed or of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Senior 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 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. By its acceptance Each Holder of a Senior Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Senior Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indentureand/or applicable U.S. Federal or state securities law.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of Except as expressly provided herein, neither the Trustee nor the Registrar shall have any Note bearing duty to monitor the Private Placement Legend, each Holder of such Note acknowledges Issuers' compliance with or have any responsibility with respect to the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureIssuers' compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Where Notes are presented to the Registrar or a Co-Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized 23 denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of a like aggregate principal amount, at the Registrar's request. No service charge shall be made for any registration of transfer or exchange of Notes (except as requestedotherwise expressly permitted herein), but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange of Notes (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 3.06 or 9.05) or in accordance with an Asset Sale Offer pursuant to Section 4.12 or Change of Control Offer pursuant to Section 4.14, not involving a transfer. Upon presentation for exchange or transfer of any Note at the office of the Registrar as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Note shall be effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Furthermore, the exchange or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or transfer is made by the Holder or by a duly authorized attorney- in-fact at the office of the Registrar. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Guarantor or the Registrar) be duly endorsed endorsed, or be accompanied by a written instrument of transfer or transfer, in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations All Notes issued upon any registration of transfers and exchanges, transfer or exchange of Notes shall be the Issuer shall issue and execute and, upon receipt of a written order valid obligations of the Issuer in evidencing the form of an Officer’s Certificate in accordance with Section 2.01same indebtedness, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made entitled to the Noteholder for any same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The In the event that the Issuer or delivers to the Trustee a copy of an Officer's Certificate certifying that a registration statement under the Securities Act with respect to the Registered Exchange Offer, or a Shelf Registration Statement has been declared effective by the SEC and that the Issuer has offered Exchange Notes to the Holders in accordance with the Registered Exchange Offer or that Notes have been offered pursuant to such Shelf Registration Statement, the Trustee shall exchange or issue upon transfer, as the case may require from be, upon request of any Holder, such Holder's Notes for (i) in the Noteholder payment case of a sum sufficient to cover any Registered Exchange Offer, Exchange Notes upon the terms set forth in the Registered Exchange Offer or (ii) in the case of a transfer taxes or other governmental charge that may be imposed in relation pursuant to a Shelf Registration Statement, Notes that comply with the requirements applicable following such a transfer or exchange, but this provision shall not apply to any exchange pursuant to as set forth in Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes2.01(d). The Registrar Issuer shall not be required (i) to exchange or issue, register a the transfer of or exchange any Note for during a period beginning at the opening of 15 days immediately preceding Business Days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.02 and ending at the close of business on the day of such mailing, or (ii) to be redeemed register the transfer of or of exchange any Note selected, called or being called so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Any Holder . (a) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note shall, by acceptance of such Global Note, agree in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 2.01(c) and this Section 2.06(a); provided, however, that transfers of the a beneficial interests interest in such a Global Note may be effected only through a book-entry system maintained by transferred to Persons who take delivery thereof in the Holder of such Global Note (or its agent), and that ownership form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the restricted note legend on the Note, if any. (i) Except for transfers or exchanges made in accordance with any of clauses (ii), (iii), (iv) or (v) of this Section 2.06(a), transfers of a Global Note shall be required limited to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder transfers of such Global Note acknowledges in whole, but not in part, to nominees of the restrictions on transfer Depositary or to a successor of the Depositary or such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.successor's nominee. 24

Transfer and Exchange. Subject to Sections 2.16 and 2.17the provisions of Section 2 of Appendix A, when Notes are presented to the Registrar or a co-registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every or make the exchange if its requirements, including, without limitation, compliance with Appendix A, for such transaction are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder thereof of such Note or his attorneys by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute 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 Issue (and the Subsidiary Guarantors shall execute the Guarantees Subsidiary Guarantee endorsed thereon) evidencing such transfer or exchange ), and the Trustee shall authenticate, Notes at the Registrar’s 's request. No service charge The Trustee shall be made to notify the Noteholder for any registration Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. The Issuer or Neither the Trustee may require from Company nor the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or issue, register a the transfer of or exchange any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the day of the mailing of notice of any redemption from the Company and ending at the close of Notes business on the day the notice of redemption is sent to be redeemed Holders, (ii) selected for redemption, in whole or of any Note selectedin part, called or being called for redemption except the unredeemed portion of any Note being redeemed in partpart 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 exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.05, which 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 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 Note and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company. Any Holder of a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer shall issue execute and execute and, the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a written order of the Issuer in the form of an Officer’s Certificate 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 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the Noteholder a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Issuer or exchange (other than pursuant to Section 2.07), but the Trustee may require from the Noteholder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.11, 4.15 and 9.04). In addition, the Trustee, Transfer Agent and Registrar may request such other evidence as may be imposed in relation 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 or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry. By its acceptance . (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 bearing being redeemed in part or (3) to register the Private Placement Legendtransfer 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 Holder 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 acknowledges for the restrictions 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 such any Note set forth 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 Private Placement Legend provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and agrees that it will Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer such Note only as provided in this Indentureor exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.12 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing sending of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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 book-entry. By its acceptance 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 Holder’s Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when (a) Where Notes are presented to the Registrar or a Co-Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of alike aggregate principal amount, at the Registrar's request. No service charge shall be made for any registration of transfer or exchange of Notes (except as requestedotherwise expressly permitted herein), but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange of Notes (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 3.06 or 9.05) or in accordance with an Excess Proceeds Offer pursuant to Section 4.11 or Change of Control Offer pursuant to Section 4.13, not involving a transfer. Upon presentation for exchange or transfer of any Note at the office of the Registrar as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Note shall be effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Furthermore, the exchange or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or transfer is made by the Holder or by a duly authorized attorney-in-fact at the office of the Registrar. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Registrar) be duly endorsed endorsed, or be accompanied by a written instrument of transfer or transfer, in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations All Notes issued upon any registration of transfers and exchanges, transfer or exchange of Notes shall be the Issuer shall issue and execute and, upon receipt of a written order valid obligations of the Issuer in evidencing the form of an Officer’s Certificate in accordance with Section 2.01same indebtedness, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made entitled to the Noteholder for any same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The In the event that the Issuer or delivers to the Trustee a copy of an Officer's Certificate certifying that a registration statement under the Securities Act with respect to the Registered Exchange Offer, or a Shelf Registration Statement has been declared effective by the SEC and that the Issuer has offered Exchange Notes to the Holders in accordance with the Registered Exchange Offer or that Notes have been offered pursuant to such Shelf Registration Statement, the Trustee shall exchange or issue upon transfer, as the case may require from be, upon request of any Holder, such Holder's Notes for (i) in the Noteholder payment case of a sum sufficient to cover any Registered Exchange Offer, Exchange Notes upon the terms set forth in the Registered Exchange Offer or (ii) in the case of a transfer taxes or other governmental charge that may be imposed in relation pursuant to a Shelf Registration Statement, Notes that comply with the requirements applicable following such a transfer or exchange, but this provision shall not apply to any exchange pursuant to as set forth in Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes2.01(d). The Registrar Issuer shall not be required (i) to exchange or issue, register a the transfer of or exchange any Note for during a period beginning at the opening of 15 Business days immediately preceding before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.02 and ending at the close of business on the day of such mailing, or (ii) to be redeemed register the transfer of or of exchange any Note selected, called or being called so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Any Holder . (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note shall, by acceptance of such Global Note, agree in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 2.01 (c) and this Section 2.06(b); provided that transfers of the a beneficial interests interest in such a Global Note may be effected only through a book-entry system maintained by transferred to Persons who take delivery thereof in the Holder of such Global Note (or its agent), and that ownership form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the restricted Note legend on the Note, if any. (i) Except for transfers or exchanges made in accordance with any of clauses (ii), (iii), (iv) or (v) of this Section 2.06(b), transfers of a Global Note shall be required limited to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder transfers of such Global Note acknowledges in whole, but not in part, to nominees of the restrictions on transfer Depositary or to a successor of the Depositary or such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturesuccessor's nominee.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.10, 4.07 4.19 or 8.04 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar Trustee shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed or of any Note selected, called or being called selected for redemption 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 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. By its acceptance 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 violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject (a) Notes may be transferred in whole or in part in an authorized denomination upon the surrender of the Note to Sections 2.16 be transferred, together with the form of transfer endorsed on it duly completed and 2.17executed, when at the specified office of the Registrar or the specified office of any Transfer Agent. Each new Note to be issued upon exchange of Notes are presented 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 Registrar with a Note to such address as may be specified in such request from or form of transfer. Transfer will be effected without charge by or on behalf of the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsCompany, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Transfer Agents, but upon payment, or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require from the Noteholder payment require, in respect of a sum sufficient to cover any transfer taxes tax or other governmental charge that charges which may be imposed in relation to a it. The Company is not required to transfer or exchange, but this provision exchange any Note selected for redemption (b) The following provisions shall not apply with respect to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a proposed transfer of any Note for an interest in a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 : if (1) the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in the a Rule 144A Global Note shall be required 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 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 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 foregoing. (c) If the owner of a beneficial interest in a book entry. By its acceptance 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 any the Distribution Compliance Period therefor, subject to the rules and procedures of DTC, upon receipt by the Note bearing Custodian and Registrar of: (i) instructions from the Private Placement Legend, each Holder of such the Regulation S Global Note acknowledges directing the restrictions on transfer of such Note set forth in this Indenture Custodian and Registrar to credit or cause to be credited a beneficial interest in the Private Placement Legend 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 agrees that it will transfer Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such Note only as provided amount in this Indentureaccordance with the foregoing.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the such Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requestedrequested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee Registrar may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.20 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or (b) of any Note selected, called or being called for redemption 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 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. By its acceptance 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 violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Issuers shall issue execute and execute 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. The Issuer or , but the Trustee Issuers may require from the Noteholder 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 other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.12, 4.07 4.15 or 8.04 (8.05 hereof, in which events event the Issuer 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 exchange or register a the transfer of or to exchange any Note for (i) during a period of 15 days immediately preceding before the mailing of notice of redemption selection of Notes to be redeemed or of any Note selectedfor redemption, called or being called (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 the beneficial interests in such Global Note Notes may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.12 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing sending of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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 book-entry. By its acceptance 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 violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue execute and execute 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. The , but the Issuer or the Trustee may require from the Noteholder 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 other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 3.074.12, 4.07 4.15 or 8.04 (8.05 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer of any Note for (i) during a period beginning at the opening of 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemed or and ending at the close of any Note selectedbusiness on the day of such mailing, called or being called (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 the beneficial interests in such Global Note 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 Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.11, 4.07 4.17 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer's compliance with or have any responsibility with respect to the Issuer's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable as against the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsCompany, the Registrar shall register Trustee and any Agent only upon the transfer as requested. Every surrender of a Note presented or surrendered for registration of transfer or exchange and in compliance with Appendix A, and shall be duly endorsed or be accompanied by a written instrument of transfer transferable only in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with applicable securities laws. (b) To permit registrations of transfers and exchanges, the Issuer Company shall issue execute and execute and, the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a written order of the Issuer in the form of an Officer’s Certificate 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 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the Noteholder a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Issuer or exchange (other than pursuant to Section 2.07), but the Trustee may require from the Noteholder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that may payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be imposed in relation the valid obligations of the Company, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry. By its acceptance . (e) Neither the Company 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 mailing of a notice of redemption pursuant to Section 3.03 and ending at the mailing 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 bearing being redeemed in part or (3) to register the Private Placement Legendtransfer 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 Holder the Trustee, any Agent or the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note acknowledges for the restrictions 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 Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of such any Note set forth 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, 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 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 mail, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the Private Placement Legend provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and agrees that it will Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer such Note only as provided in this Indentureor exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of the same series of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note of a series for a period of 15 days immediately preceding the mailing of notice of redemption of Notes of such series to be redeemed or of any Note of such series selected, called or being called for redemption except the unredeemed portion of any Note of such series 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.09 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Senior Subordinated Notes are presented to the Registrar with a request from the Holder of such Senior Subordinated Notes to register a transfer or to exchange them for an equal principal amount of Senior Subordinated Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Senior Subordinated Notes (and the Subsidiary Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Senior Subordinated Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selectedSenior Subordinated Notes, called or being called for redemption 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 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. By its acceptance of Except as expressly provided herein, neither the Trustee nor the Registrar shall have any Note bearing duty to monitor the Private Placement Legend, each Holder of such Note acknowledges Company's compliance with or have any responsibility with respect to the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureCompany's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Subsidiary Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer Company shall be responsible -35- for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of Except as expressly provided herein, neither the Trustee nor the Registrar shall have any Note bearing duty to monitor the Private Placement Legend, each Holder of such Note acknowledges Company's compliance with or have any responsibility with respect to the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureCompany's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.09, 4.07 4.20 or 8.04 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance 38 -30- Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.02, 2.10, 3.06, 3.074.10, 4.07 4.19 or 8.04 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of the same series of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note of a series for a period of 15 days immediately preceding the mailing of notice of redemption of Notes of such series to be redeemed or of any Note of such series selected, called or being called for redemption except the unredeemed portion of any Note of such series 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer Issuers in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Issuer shall not be required to transfer or exchange any Note selected for redemption. The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.. Table of Contents

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer shall issue execute and execute and, the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a written order of the Issuer in the form of an Officer’s Certificate 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 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the Noteholder a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Issuer or exchange (other than pursuant to Section 2.07), but the Trustee may require from the Noteholder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05). In addition, the Trustee, Transfer Agent and Registrar may request such other evidence as may be imposed in relation 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 or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry. By its acceptance . (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 mailing of a notice of redemption pursuant to Section 3.03 and ending at the mailing 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 bearing being redeemed in part or (3) to register the Private Placement Legendtransfer 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 Holder 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 acknowledges for the restrictions 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 such any Note set forth 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 Private Placement Legend provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and agrees that it will Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer such Note only as provided in this Indentureor exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note presented or requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue execute Notes at the Registrar’s or co-Registrar’s request and execute and, the Trustee shall authenticate Notes 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 requestdirecting it to so do. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The , but the Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer connection therewith. ▇▇▇ ▇▇▇▇▇▇▇▇▇ or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The co-Registrar shall not be required to register the transfer of or exchange or register a transfer of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemed or and ending at the close of any Note selectedbusiness on the day of such mailing, called or being called (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer, if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note 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 Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturebookentry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the such Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requestedrequested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee Registrar may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.20 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or (b) of any Note selected, called or being called for redemption 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 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. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from to register the Holder transfer of such Notes to register a transfer or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. Every Note 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 be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall issue execute and execute 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 's or co-Registrar's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or , but the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.11Sections 2.10, 3.06, 3.074.15, 4.07 4.16 or 8.04 (9.06, in which events event the Issuer 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 or register a transfer of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemed or and ending at the close of any Note selected, called or being called business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article Three, 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested. Every requested provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue execute and execute 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 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from payment by the Noteholder payment Holder of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 3.07, 4.07 3.06 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes)8.05 hereof. The Registrar Trustee shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed. The Trustee shall not be required to exchange or register a transfer transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption in whole or in part, 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 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. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indentureand/or applicable U.S. Federal or state securities law.

Transfer and Exchange. Subject to Sections 2.16 and 2.172.17 hereof, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder Holder payment of a -29- sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.10, 4.07 4.15 or 8.04 8.05 hereof (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the a Global Note shall be required to be reflected in a book entry. By its acceptance Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. federal or state securities laws or Canadian provincial securities laws. Neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any U.S. federal or state securities laws or Canadian provincial securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes of either series are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requestedrequested if the requirements of Section 8-401(1) of the New York Uniform Commercial Code are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.073.10, 4.07 4.10, 4.14 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note of a series for a period of 15 days immediately preceding the mailing of notice of redemption of Notes of such series to be redeemed or of any Note selected, called or being called for redemption 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 Note may be effected only through a book-book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the a Global Note shall be required to be reflected in a book entry. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. federal or state securities laws. Neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer's compliance with or have any responsibility with respect to the Issuer's compliance with any U.S. federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer Issuers in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer Issuers or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and, upon receipt of a written order of the Issuer Issuers in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Issuers may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). The Issuer shall not be required to transfer or exchange any Note selected for redemption. The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.09, 4.07 4.20 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any U.S. Federal or state securities laws.

Transfer and Exchange. Subject (a) The Issuer shall cause to Sections 2.16 and 2.17be kept at the Corporate Trust Office a register (the "Note Register") in which, when Notes are presented subject to such reasonable regulations as the Registrar with a request from Trustee may prescribe, the Holder of such Notes to register a transfer or to exchange them Issuer shall provide for an equal principal amount the registration of Notes and of other authorized denominations, transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the Registrar purpose of registering Notes and transfers of Notes as herein provided. 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 requesteddefined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of 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 is not acting on behalf of or investing the assets of a benefit Plan, or (ii) with respect to any transfer of Class [A] or Class [B] Note, 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 of the Issuer designated pursuant to Section 8.02 for such purpose, the Issuer shall execute and the Trustee upon request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes 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 such 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 same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or 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 Issuer and the RegistrarTrustee duly executed, duly executed by the Holder holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute 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 thereone) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The exchange of Notes, but the Issuer or the Trustee may require from payment by the Noteholder payment transferor of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a connection with any registration of transfer or exchangeexchange of Notes, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall 9.05 not be required to exchange or register a transfer of involving any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenturetransfer.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requestedrequested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 4.06 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance 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 Note bearing the Private Placement Legend, each Holder provision of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Private Placement Legend and agrees that it will transfer such Note only as provided in this IndentureTrustee 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 (a) As provided herein, interests in a Global Note will be exchanged, upon 45 days’ notice by a holder of an interest in such Global Note for Definitive Notes. Each Global Note shall be deposited with the Common Depositary, which shall hold such Global Note in safe custody for the account of Euroclear and/or Clearstream and instruct Euroclear or Clearstream or both of them, as the case may be, to Sections 2.16 and 2.17credit the principal amounts of the Notes represented by such Global Note to the holder’s distribution account with Euroclear or Clearstream. Each relevant Global Note shall be exchangeable for an interest, when equal to the principal amount of such Global Note being exchanged, for Definitive Notes are presented in the same principal amount, upon request of Euroclear or Clearstream to the Registrar, but only upon delivery by Euroclear or Clearstream, acting on behalf of the beneficial owners of such interests, to the Registrar at its principal office in Hong Kong, of certificates substantially in the form of Exhibit C hereto. The delivery to the Registrar of any certificate in the form referred to above may be relied upon by the Company, the Trustee and the Registrar as conclusive evidence that related certificates have been delivered to Euroclear or Clearstream as contemplated by the terms of this Section 2.06. (b) In accordance with the terms of a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsGlobal Note and this Indenture, the Registrar shall register deliver at the cost of the Company, upon not less than 45 days’ notice to the Registrar by Euroclear or Clearstream, the relevant Definitive Notes in exchange for interests in such Global Note. For this purpose, the Registrar is authorized and it shall (A) authenticate each such Definitive Note and (B) deliver each such Definitive Note to or to the order of Euroclear or Clearstream, in exchange for interests in such Global Note. The Registrar shall promptly notify the Company upon receipt of a request for issue of Definitive Notes the aggregate principal amount of the relevant Global Note to be exchanged in connection therewith. The Company undertakes to deliver to, or to the order of, the Registrar sufficient numbers of duly executed Definitive Notes to enable the Registrar to comply with its obligations under this Section 2.06(b). Such exchange shall be made free of charge to the holder and the beneficial owners of the relevant Global Note and to the holders of the Definitive Notes issued in exchange as provided above, except that a Person receiving Definitive Notes must bear the cost of insurance, postage, transportation and the like in the event that such Person does not receive such Definitive Notes in person at the offices of a Registrar. Notwithstanding the above, interests in a Global Note shall be exchangeable in whole (but not in part) at the cost of the Company for Definitive Notes under the conditions described in Section 2.01(e). (c) Upon any exchange of an interest in a Global Note for Definitive Notes, the relevant Global Note shall be endorsed by the Trustee or the Registrar to reflect the reduction of its principal amount by the aggregate principal amount so exchanged. Until exchanged in full, the holder of any interest in any Global Note shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes authenticated and delivered hereunder. Once exchanged in full, a Global Note shall be canceled and disposed of by the Trustee in accordance with its customary procedures and a certificate of disposition will be sent to the Company. (d) The Trustee or the Registrar shall cause all Global Notes and Definitive Notes delivered to it and held by it hereunder to be maintained in safe custody in accordance with this Section 2.06. (e) The Security Register shall be in written form in the English language and shall include a record of the certificate number of each Note that has been issued, and shall show the amount of such Notes, the date of issue, all subsequent transfers and changes in ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the holders of the Notes and any payment instructions with respect thereto (if different from a holder’s registered address). (f) The Registrar shall at all reasonable times during office hours make the Security Register available to the Trustee, the Paying Agent, the Company and the holders of such Notes or any person authorized by the Company in writing for inspection and for taking of copies thereof or extracts therefrom, and at the expense of the Company, the Registrar shall deliver to such persons all lists of holders of such Notes, their addresses, amounts of such holdings and other details as they may request. (g) the Registrar shall handle all requests for the registration of transfer of Notes and receive certificates for the Notes deposited with the transfer as requested. Every agent for transfer or exchange, and in doing so, shall ensure that every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company, the Trustee, the Paying Agent or the Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer (in form satisfactory to the Issuer Company and the Registrar, ) duly executed by the Holder holder thereof or his attorneys by such holder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges. (h) Prior to the Distribution Compliance Expiration Date, no beneficial interest in a Global Note may be transferred to any U.S. person (as defined in Regulation S under the Issuer shall issue and execute and, upon receipt of Securities Act) or inside the United States as evidenced by a written order of the Issuer certification in the form of an Officer’s Certificate Exhibit C hereto received by the Registrar. Unless determined otherwise by the Company in accordance with Section 2.01applicable law, in the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made event prior to the Noteholder Distribution Compliance Expiration Date a Definitive Note is issued in exchange for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.07, 4.07 or 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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 a Global Note, such Definitive Note shall bear the Global Regulation S Legend shown on the form of Note attached hereto as Exhibit A. On and after the Distribution Compliance Expiration Date, no such certification shall be required with respect to such transfers and the Trustee is hereby authorized to remove such Regulation S Legend from the applicable Notes. (i) The Trustee and the Registrar shall be entitled to treat a telephone (only for communication and not instruction) or facsimile communication from a person purporting to be reflected (and who the Trustee or the Registrar believe in good faith to be) the authorized representative of the Company, named in a book entrylist furnished to the Trustee and the Registrar from time to time, as sufficient instructions and authority of the Company for the Trustee and the Registrar to act in accordance with this Section 2.06. (j) Title to the Notes shall pass by delivery. By its acceptance of any Note bearing the Private Placement LegendHowever, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and title to Notes issued in the Private Placement Legend form of Global Notes held through Euroclear and agrees that it will transfer such Note Clearstream shall be transferable only in accordance with the rules and procedures of Euroclear and Clearstream, as provided in this Indentureappropriate.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or exchange such notes as requestedrequested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, and the Trustee (upon receipt of a written order of an Authentication Order from the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee Issuer) shall authenticate new Notes (and the Guarantors shall execute the Guarantees notation of Guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder Holder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.07, 4.07 4.08 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing or electronic delivery of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as 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 Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and, upon receipt of a written order of the Issuer in the form of an Officer’s Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer or the Trustee may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 3.074.08, 4.07 4.12 or 8.04 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer shall not be required to transfer or exchange any Note selected for redemption. The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.book