Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request from such Holder 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 if the its requirements of this Indenture for such transactions are met. Every ; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer an assignment form in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made to without service charge, except that the Holder for any registration of transfer Company or exchange. The the Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax, assessment 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 2.112.10, 3.06Section 3.05, 4.08 Section 9.03(b) or 8.05 (in which events the Issuer Section 11.06 not involving any transfer. All Notes issued upon any transfer or exchange of Notes shall be responsible for the payment of such taxes). Without the prior consent valid obligations of the IssuerCompany, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall not be required provide to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. The Trustee shall have no obligation or duty to be redeemedmonitor, (b) of determine or inquire as to compliance with 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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of restrictions on transfer imposed under this Indenture and/or or under applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer’s terms of, this Indenture, and to examine the same to determine substantial compliance as to form with any Federal, state or foreign securities lawsthe express requirements hereof.

Transfer and Exchange. Subject The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When a Note is presented to Sections 2.02(b)the Registrar with a request to register a transfer, 2.16 and 2.17, when the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a written request from such Holder 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 if the same 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 registration of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee or an authentication agent shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder 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 Section 2.11, 3.06, 4.08 this Section. The Issuers are not required to register the transfer or 8.05 exchange of any Notes (in which events the Issuer shall be responsible i) for a period of 15 days prior to any date fixed for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) redemption of any Note Notes, (ii) for a period of 15 days immediately preceding prior to the mailing of notice of redemption date fixed for selection of Notes to be redeemed, redeemed in part or (biii) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent, and the 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 and (subject to Section 2 of the Notes) interest, called if any, on such Note and for all other purposes whatsoever, whether or being called for redemption except not such Note is overdue, and none of either Issuer, the unredeemed portion of any Note being redeemed in partTrustee, the Paying Agent, or (c) of any Note between a record date and the next succeeding Interest Payment DateRegistrar shall be affected by notice to the contrary. Any Holder of any 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 book-entry system maintained by (a) the Holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees All Notes issued upon any transfer or exchange pursuant 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 terms of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither shall evidence the Trustee nor the Registrar same debt and shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect be entitled to the Issuer’s compliance with any Federal, state same benefits under this Indenture as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 3.14, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder 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 or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerIssuers, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article IV, except the unredeemed portion of any Note being redeemed in part, or part and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the 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 requested if the its requirements of this Indenture for such transactions 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 Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar exchange of the Notes, but the Company may require from the Holder 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 or exchange, but this provision shall not apply to any exchange payable upon exchanges pursuant to Section 2.11, 3.06, 4.08 3.07 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes9.04). Without the prior consent of the Issuer, the The Registrar shall not be required (i) to issue, register the transfer of or exchange or register a transfer (a) of any Note for during a period beginning at the opening of business 15 days immediately preceding before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to be redeemed, (b) register the transfer of or 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. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (cii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of any Note between such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a record date and Company Order that the next succeeding Interest Payment DateGlobal Notes shall be so exchangeable. Any Holder Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of any a Global Note shallfor Certificated Notes without coupons, by acceptance of such Global Notein authorized denominations, 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 such Global Note shall be required cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be reflected registered in a book entrysuch names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. Each Holder The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of a Note agrees to indemnify Notes shall be valid obligations of the Issuer Company, evidencing the same debt, and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect entitled to the Issuer’s compliance with any Federalsame benefits under this Indenture, state as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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, 4.08 4.12, 4.15 or 8.05 (9.06 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). 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 (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any 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), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note presented or ; 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 and execute Notes at the Registrar’s or co-Registrar’s request and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrarupon receipt of an Officer’s requestCertificate directing it to so do. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 (c) an Asset Sale Offer, if such Note is tendered pursuant to such Change of any Note between a record date Control Offer, Alternate Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b)Section 2.15, 2.16 and 2.17when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested and, when Notes are presented to the Registrar with a request from such Holder 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 if the requirements of this Indenture are met. Every requested, provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Issuers shall issue and execute and the Trustee shall authenticate new Notes 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 Holder for any registration of transfer or exchange. The Registrar Holder, except that the Issuers may require from payment by the Holder 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 2.112.9, 3.06, 4.08 3.6 or 8.05 (in which events the Issuer 8.5 hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed or purchased pursuant to Sections 4.9 and 4.18. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption or selected or being selected for repurchase in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when (a) Upon surrender for registration of transfer or exchange of any Notes are presented of any series to the Registrar with or a request from such Holder to register a transfer co-registrar, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or to exchange them for an equal transferees, one or more new Notes of the same series of any authorized denomination or denominations, of like tenor and aggregate principal amount of Notes of other authorized denominations, and having endorsed thereon the Registrar shall register Guarantees executed by the transfer as requested if the requirements of this Indenture are metapplicable Guarantor(s). Every Note presented or surrendered for registration of transfer or for exchange shall (i) be accompanied by a completed “Assignment Form” substantially as set forth on such Note and (ii) (if so required by the Issuer, any Guarantor, the Registrar or the Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuer, any Guarantor, the Registrar and the RegistrarTrustee, and duly executed executed, by the Holder holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder a holder for any registration of transfer or exchange. The Registrar exchange (except as otherwise expressly permitted herein), but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer payable upon transfers or exchange, but this provision shall not apply to any exchange exchanges pursuant to Section 2.11Sections 2.09, 3.063.08, 4.08 9.04 or 8.05 (in which events the 12.02. The Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, or the Registrar shall not be required (i) to issue, register the transfer or exchange of Notes of a series during a period beginning at the opening of business fifteen (15) days before the day of the mailing of the notice of redemption with respect to such series under Section 3.02 and ending at the close of business on the day of such mailing, (ii) to register the transfer or register a transfer (a) exchange of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of 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, or (ciii) to register the transfer of any Note between a record date and Notes surrendered for repurchase pursuant to Section 4.06. All Notes issued upon any transfer or exchange of Notes in accordance with this Indenture shall be the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers valid obligations of the beneficial interests in such Global Note may be effected only through a book entry system maintained by Issuer, evidencing the Holder of such Global Note (or its agent)same debt, and that ownership of a beneficial interest in such Global Note shall be required entitled to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of same benefits under this Indenture and/or applicable U.S. Federal, state as the Notes surrendered upon such registration of transfer or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 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 Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, The Issuer and 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate 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 Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder 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, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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 (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When a Note of any series is presented to Sections 2.02(b)the Registrar with a request to register a transfer, 2.16 and 2.17, when the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes of any series are presented to the Registrar with a written request from such Holder 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 make the transfer exchange as requested if the same 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 registration of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee or an authentication agent shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder 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 Section 2.11, 3.06, 4.08 this Section. The Issuers are not required to register the transfer or 8.05 exchange of any Notes (in which events the Issuer shall be responsible i) for a period of 15 days prior to any date fixed for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) redemption of any Note Notes, (ii) for a period of 15 days immediately preceding prior to the mailing of notice of redemption date fixed for selection of Notes to be redeemed, redeemed in part or (biii) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Triggering Event. Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent, and the 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 and (subject to Section 2 of the Notes) interest, called if any, on such Note and for all other purposes whatsoever, whether or being called for redemption except not such Note is overdue, and no Issuer, the unredeemed portion of any Note being redeemed in partTrustee, the Paying Agent, or (c) of any Note between a record date and the next succeeding Interest Payment DateRegistrar shall be affected by notice to the contrary. Any Holder of any 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 book-entry system maintained by (a) the Holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees All Notes issued upon any transfer or exchange pursuant 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 terms of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither shall evidence the Trustee nor the Registrar same debt and shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect be entitled to the Issuer’s compliance with any Federal, state same benefits under this Indenture as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. (a) Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12 hereof, when Notes are a Note is presented to the a Registrar with a request from such Holder 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 if the requirements of this Indenture are met. Every requested; 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 in the form(s) included in Exhibit A and Exhibit C, as applicable, and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his 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 2.3 hereof, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made to without charge, except that the Holder for any registration of transfer Company or exchange. The the Registrar may require from the Holder 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 exchangethereto, but and provided, that this provision sentence shall not apply to any exchange pursuant to Section 2.112.10, 3.062.12(a), 4.08 3.6, 3.11 or 8.05 (in which events 9.5 hereof. Neither the Issuer Company, any Registrar nor the Trustee shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Notes or portions thereof in respect of which a Change of Control Purchase Notice or a notice in connection with an Asset Sale Offer has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, the portion thereof not to be purchased). All Notes issued upon any transfer or (c) exchange of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers Notes shall be valid obligations of the beneficial interests in such Global Note may be effected only through a book entry system maintained by Company, evidencing the Holder of such Global Note (or its agent), same debt and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect entitled to the Issuer’s compliance with any Federalsame benefits under this Indenture, state as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). 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 (a) 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, (bii) of any Note selected, called or being called 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 (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any 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)Depositary, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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 sending of notice of redemption of Notes to be redeemed, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book book-entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note presented or ; 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 Casella and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Casella shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's or co-Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but Casella may require from the Holder 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. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 (c) an Asset Sale Offer if such Note is tendered pursuant to such Change of any Note between a record date Control Offer, Alternate Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) 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, (b) redeemed or 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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. (a) Subject to Sections 2.02(b), 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 such Holder 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 if the requirements of this Indenture are met. Every requested; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge shall be made to the Holder for any Any exchange or registration of transfer shall be without charge, except that the Company or exchange. The the Registrar may require from the Holder 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, 4.08 4.02 (last paragraph), 6.09(a)(10), or 8.05 (in which events 11.05. Neither the Issuer Company, any Registrar nor the Trustee shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer of (a) of 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, (b) of any Note selected, called Notes or being portions thereof selected or 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 any which a Note between a record date has been delivered to the Trustee and the next succeeding Interest Payment Date. Any Holder of 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 entry system maintained not withdrawn by the Holder thereof (except, in the case of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder the purchase of a Note agrees in part, the portion not to indemnify be purchased). All Notes issued upon any registration of transfer or exchange of Notes shall be valid Obligations of the Issuer Company, evidencing the same debt and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect entitled to the Issuer’s compliance with any Federalsame benefits under this Indenture, state as the Notes surrendered upon such registration of transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 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 such Holder 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 or make the exchange if the requirements of this Indenture its requirements, including, without limitation, compliance with Appendix A, for such transaction are met. Every ; 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 Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate new authenticate, Notes evidencing such transfer or exchange at the Registrar’s request. No service charge The Trustee shall be made to notify the Holder for any registration Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. The Registrar may require from Neither the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, Company nor the Registrar shall not be required to issue, register the transfer of or exchange or register a transfer (a) of 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 redeemedHolders, (bii) of any Note selectedselected for redemption, called in whole or being called for redemption in part, 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 (c) 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 between a record date Note, the Trustee, any Agent and the next succeeding Interest Payment DateCompany 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 any 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 (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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.172.17 hereof, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Company may require from the 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, 4.08 4.10, 4.15 or 8.05 hereof (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such a Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state securities laws or foreign Canadian provincial securities lawlaws. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, U.S. federal or state securities laws or foreign Canadian provincial securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note presented or ; 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 thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to imposed upon the Holder Company, the Trustee or any Agent for any registration of transfer or exchange. The Registrar , but the Company may require from the Holder 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. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 or (c) an Asset Disposition Offer if such Note is validly tendered pursuant to such Change of any Note between a record date Control Offer or Asset Disposition Offer and the next succeeding Interest Payment Datenot validly withdrawn. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; PROVIDED, HOWEVER, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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 or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 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 such Holder 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 or make the exchange if the requirements of this Indenture its requirements, including, without limitation, compliance with Appendix A, for such transaction are met. Every ; 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 Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate new authenticate, Notes evidencing such transfer or exchange at the Registrar’s request. No service charge The Trustee shall be made to notify the Holder for any registration Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. The Registrar may require from Neither the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, Company nor the Registrar shall not be required to issue, register the transfer of or exchange or register a transfer (a) of 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 redeemedHolders, (bii) of any Note selectedselected for redemption, called in whole or being called for redemption in part, 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 (c) 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 between a record date Note, the Trustee, any Agent and the next succeeding Interest Payment DateCompany 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 any 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 (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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 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 Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder 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, 4.08 3.07, 4.07 or 8.05 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When a Note is presented to Sections 2.02(b)the Registrar with a request to register a transfer, 2.16 and 2.17, when the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a written request from such Holder 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 if the same 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 registration of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee or an authentication agent shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder 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 Section 2.11, 3.06, 4.08 this Section. The Issuers are not required to register the transfer or 8.05 exchange of any Notes (in which events the Issuer shall be responsible i) for a period of 15 days prior to any date fixed for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) redemption of any Note Notes, (ii) for a period of 15 days immediately preceding prior to the mailing of notice of redemption date fixed for selection of Notes to be redeemed, redeemed in part or (biii) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent, and the 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, called if any, on such Note and for all other purposes whatsoever, whether or being called for redemption except not such Note is overdue, and none of either Issuer, the unredeemed portion of any Note being redeemed in partTrustee, the Paying Agent, or (c) of any Note between a record date and the next succeeding Interest Payment DateRegistrar shall be affected by notice to the contrary. Any Holder of any 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 book-entry system maintained by (a) the Holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees All Notes issued upon any transfer or exchange pursuant 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 terms of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither shall evidence the Trustee nor the Registrar same debt and shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect be entitled to the Issuer’s compliance with any Federal, state same benefits under this Indenture as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request from such Holder 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 if the its requirements of this Indenture for such transactions are met. Every ; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer an assignment form in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made to without service charge, except that the Holder for any registration of transfer Company or exchange. The the Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax, assessment 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 2.112.10, 3.06Section 3.05, 4.08 Section 10.03(b) or 8.05 (in which events the Issuer Section 11.02(g) not involving any transfer. All Notes issued upon any transfer or exchange of Notes shall be responsible for the payment of such taxes). Without the prior consent valid obligations of the IssuerCompany, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall not be required provide to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. The Trustee shall have no obligation or duty to be redeemedmonitor, (b) of determine or inquire as to compliance with 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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of restrictions on transfer imposed under this Indenture and/or or under applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer’s terms of, this Indenture, and to examine the same to determine substantial compliance as to form with any Federal, state or foreign securities lawsthe express requirements hereof.

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

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 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 Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder 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, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate 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 2.17Section 3.15, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder 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 or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerIssuers, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article IV, except the unredeemed portion of any Note being redeemed in part, or part and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 4.14 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.09, 4.19 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the requirements of in this Indenture are met. Every Note presented or ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to imposed by the Holder Company, the Trustee or any Agent for any registration of transfer or exchange. The Registrar , but the Company may require from the Holder 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 or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerCompany, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of 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 redeemedand ending at the close of business on the day of such mailing or other transmission, (bii) of any Note selected, called or being called 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 (civ) beginning at the opening of any Note between a record date and the next succeeding business 15 days before an Interest Payment Date. Any Holder holder of any 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 book-entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with a request from such Holder 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 if the requirements terms of this Indenture are metIndenture. Every Note presented or surrendered for No such registration of transfer or exchange shall be duly endorsed or be accompanied effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a written instrument Holder as provided herein, the Company, the Trustee, and any agent of transfer the Company shall treat the person in form satisfactory whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the Issuer and the Registrarcontrary. Furthermore, duly executed by the any Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Note agrees to indemnify Registration Statement shall have been declared effective by the Issuer SEC and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee against any liability that may result from shall authenticate Notes at the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.Registrar’s

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request from such Holder 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 if the its requirements of this Indenture for such transactions are met. Every ; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer an assignment form in the form satisfactory to the Issuer and the Registrarincluded in Exhibit A, duly executed by the Holder thereof or his 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the RegistrarCompany’s request. No service charge Any exchange or transfer shall be made to without service charge, except that the Holder for any registration of transfer Company or exchange. The the Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax, assessment 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 2.112.10, 3.06Section 3.04, 4.08 Section 9.03(b) or 8.05 (in which events the Issuer Section 10.02(f) not involving any transfer. All Notes issued upon any transfer or exchange of Notes shall be responsible for the payment of such taxes). Without the prior consent valid obligations of the IssuerCompany, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall not be required provide to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes to be redeemed, (b) upon transfer or exchange 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 Notes. The Trustee and the next succeeding Interest Payment Date. Any Holder of 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any no obligation or duty to monitor the Issuer’s monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or have any responsibility under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer’s terms of, this Indenture, and to examine the same to determine substantial compliance as to form with any Federal, state or foreign securities lawsthe express requirements hereof.

Transfer and Exchange. Subject The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When a Note is presented to Sections 2.02(b)the Registrar with a request to register a transfer, 2.16 the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and 2.17transfer documents) therefor are met, when in each case in compliance with Appendix A. When Notes are presented to the Registrar with a request from such Holder 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 if the same 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 registration of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder 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 Section 2.11, 3.06, 4.08 or 8.05 (in which events the this Section. The Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer (a) exchanges of any Note Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 fifteen (15) days immediately preceding before the mailing of a notice of redemption of Notes to be redeemed, (b) . Prior to the due presentation for registration of transfer of any Note selectedNote, called or being called for redemption except the unredeemed portion of any Note being redeemed in partIssuer, or (c) of any Note between a record date the Guarantors, the Trustee, the Paying Agent and the next succeeding Interest Payment DateRegistrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of any 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 (a) the Holder holder of such Global Note (or its agent)) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees All Notes issued upon any transfer or exchange pursuant 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 terms of this Indenture and/or shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable U.S. Federallaw with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, state and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or foreign securities law. Neither the Trustee nor the Registrar Paying Agent shall have any duty responsibility for any actions taken or not taken by the Depository. The transferor shall also provide or cause to monitor the Issuer’s compliance with or have any responsibility with respect be provided to the Issuer’s compliance Trustee all information reasonably necessary to allow the Trustee to comply with any Federalapplicable tax reporting obligations, state including without limitation, any cost basis reporting obligations under the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or foreign securities lawsensure the accuracy of such information.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 The Notes shall be issued in registered form and 2.17, when shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note presented or ; 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 thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to imposed by the Holder Company, the Trustee or any Agent for any registration of transfer or exchange. The Registrar , but the Company may require from the Holder 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. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing delivery of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such delivery, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or (ciii) during a Change of any Control Offer if such Note between a record date is validly tendered pursuant to such Change of Control Offer and the next succeeding Interest Payment Datenot validly withdrawn. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entrybook-entry system. Each Holder of a Note agrees All Notes issued upon any transfer or exchange pursuant 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 terms of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither shall evidence the Trustee nor the Registrar same debt and shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect be entitled to the Issuer’s compliance with any Federal, state same benefits under this Indenture as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request from such Holder 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 if the its requirements of this Indenture for such transactions are met. Every ; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer an assignment form in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made to without service charge, except that the Holder for any registration of transfer Company or exchange. The the Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax, assessment 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 2.112.10, 3.06, 4.08 Section 3.08 or 8.05 (in which events the Issuer Section 9.03(b) not involving any transfer. All Notes issued upon any transfer or exchange of Notes shall be responsible for the payment of such taxes). Without the prior consent valid obligations of the IssuerCompany, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall not be required provide to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. The Trustee shall have no obligation or duty to be redeemedmonitor, (b) of determine or inquire as to compliance with 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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of restrictions on transfer imposed under this Indenture and/or or under applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer’s terms of, this Indenture, and to examine the same to determine substantial compliance as to form with any Federal, state or foreign securities lawsthe express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the a Registrar with a request from such Holder 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 if the requirements of this Indenture are met. Every requested; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s 's request. No service charge shall be made to the Holder for any Any exchange or registration of transfer shall be without charge, except that the Company or exchange. The the Registrar may require from the Holder 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, 4.08 4.02 (last paragraph), 6.09(a)(10), or 8.05 (in which events 11.05. Neither the Issuer Company, any Registrar nor the Trustee shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer of (a) of 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, (b) of any Note selected, called Notes or being portions thereof selected or 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 any which a Note between a record date has been delivered to the Trustee and the next succeeding Interest Payment Date. Any Holder of 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 entry system maintained not withdrawn by the Holder thereof (except, in the case of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder the purchase of a Note agrees in part, the portion not to indemnify be purchased). All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer Company, evidencing the same debt and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect entitled to the Issuer’s compliance with any Federalsame benefits under this Indenture, state as the Notes surrendered upon such registration of transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when The Notes are presented issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request from such Holder to register a only upon, final acceptance and registration of the transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsby the Registrar in the Security Register. The Company, the Registrar Trustee, and any agent of the Company shall register treat the transfer person in whose name the Note is registered as requested if the requirements of this Indenture are met. Every owner thereof for all purposes whether or not the Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or overdue, and neither the Company, the Trustee, nor any such agent shall be accompanied affected by a written instrument of transfer in form satisfactory notice to the Issuer and the Registrarcontrary. Furthermore, duly executed by the any Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 any U.S. Global Note shall, by acceptance of such U.S. Global Note, agree that transfers of the beneficial interests in such U.S. Global Note may be effected only through a book entry system maintained by the Holder of such U.S. Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Note agrees to indemnify Registration Statement shall have been declared effective by the Issuer Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee against shall authenticate Notes at the Registrar's request. No service charge shall be made for any liability that may result from the transfer, registration of transfer or exchange or assignment redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such Holder’s mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in violation whole or in part, except the unredeemed portion of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsNote being redeemed in part.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder 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, 4.07, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate 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 Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder 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, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate 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 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). 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 (a) 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, (bii) of any Note selected, called or being called 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 (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any 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 such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder 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 or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerIssuers, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or part and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder 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, 4.08 4.10, 4.18 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 the Trustee shall shall, upon receipt of a written order of the Issuer, authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

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

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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, 4.08 4.12, 4.15 or 8.05 (9.06 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). 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 (a) 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 redeemedand ending at the close of business on the day of such delivery, (bii) of any Note selected, called or being called 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 (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any 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), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject When a Note is presented to Sections 2.02(b)the Registrar with a request to register the transfer thereof, 2.16 and 2.17the 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 such Holder 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 if the requirements of this Indenture are met. 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 Issuers 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 Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Issuers may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder 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 2.11Sections 2.09, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) 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, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any 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 Depository of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's or co-Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder 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, 4.08 4.13, 4.16 or 8.05 (9.06, in which events event the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of 15 days immediately preceding Business Days before the mailing of a notice of redemption of Notes to be redeemed, and ending at the close of business on the day of such mailing and (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3, 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 any 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), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 2.16, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any loss, cost, expense (including reasonable attorneys fees and expenses), claims or liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Unless expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder 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, 4.08 4.08, 4.09 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a 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 indemnify the Issuer and be provided to the Trustee against all information necessary to allow the Trustee to comply with any liability that 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 result from rely on information provided to it and shall have no responsibility to verify or ensure the transfer, exchange or assignment accuracy of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsinformation.

Transfer and Exchange. Subject to Sections 2.02(b), 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 such Holder 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 or make the exchange if the requirements of this Indenture its requirements, including, without limitation, compliance with Appendix A, for such transaction are met. Every ; 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 Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate new authenticate, Notes evidencing such transfer or exchange at the Registrar’s request. No service charge The Trustee shall be made to notify the Holder for any registration Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. The Registrar may require from Neither the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, Company nor the Registrar shall not be required to issue, register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing day of the delivery 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 redeemedHolders, (bii) of any Note selectedselected for redemption, called in whole or being called for redemption in part, 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 (c) 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 9.04, which the Company shall pay). Prior to due presentment for registration of transfer of any Note between a record date Note, the Trustee, any Agent and the next succeeding Interest Payment DateCompany 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 any 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 (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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar exchange (except as otherwise expressly permitted herein), but the Issuer or Trustee may require from the Holder 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 connection therewith (other than any such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.10, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes9.06). Without the prior written consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for a (i) during the period beginning at the opening of 15 business fifteen (15) days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any 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 book-entry system maintained by the Depository or other Person that is the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Where Notes are presented to the Registrar with a request from such Holder 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 if or make the exchange in accordance with 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 writingSection 2.06. To permit registrations of transfers and exchanges, the Issuer OPTI shall issue and execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes evidencing such transfer or exchange Notes, of any authorized denominations and of a like aggregate principal amount, at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar exchange of Notes (except as otherwise expressly permitted herein), but OPTI may require from the Holder payment of a sum sufficient to cover any agency fee or similar charge payable in connection with any such registration of transfer taxes or exchange of Notes (other governmental than any agency fee or similar charge that payable upon exchanges pursuant to Sections 2.10, 3.07 or 9.05) or in accordance with an Asset Sale Offer pursuant to Section 4.10 or Change of Control Offer pursuant to Section 4.14, not involving a transfer. Upon presentation for exchange or transfer of any Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred upon a register kept at the corporate trust office of the Registrar (the “Security Register”) and one or more new Notes shall be authenticated and issued in the name of the holder thereof (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Note shall be imposed effective under this Indenture unless and until such Note has been registered in relation 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 of such Note 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 OPTI or the Registrar) be duly endorsed, or be accompanied by a written instrument or transfer, in form satisfactory to a OPTI and the Registrar, duly executed by the holder thereof or his attorney duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of OPTI evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply . In the event that OPTI delivers to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability a copy of an Officers’ Certificate certifying that may result from a registration statement under the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility Securities Act with respect to the IssuerExchange Offer, or a Shelf Registration Statement, as the case may be, has been declared effective by the SEC, and that OPTI has offered Exchange Notes to the holders of the Notes in accordance with the 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 be, upon request of any holder, such holder’s Notes for (i) in the case of an Exchange Offer, Exchange Notes upon the terms set forth in the Exchange Offer or (ii) in the case of a transfer pursuant to a Shelf Registration Statement, Notes that comply with the requirements applicable following such a transfer as set forth in Section 2.01(b). The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any Federalrestrictions 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 Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, state or foreign securities lawsand to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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 sending of notice of redemption of Notes to be redeemed, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book book-entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities law. Neither The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including, without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, federal or state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). 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 (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder holder of any 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 such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry format.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.13, when Notes are a Note is presented to the a Registrar with a request from such Holder 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 if the its requirements of this Indenture for such transactions are met. Every ; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer an assignment form in the form satisfactory to the Issuer and the Registrarincluded in Exhibit A, duly executed by the Holder thereof or his 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge Any exchange or transfer shall be made to without service charge, except that the Holder for any registration of transfer Company or exchange. The the Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax, assessment 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 2.112.10, 3.06Section 3.04, 4.08 Section 9.03(b) or 8.05 (in which events the Issuer Section 10.02(h) not involving any transfer. All Notes issued upon any transfer or exchange of Notes shall be responsible for the payment of such taxes). Without the prior consent valid obligations of the IssuerCompany, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall not be required provide to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes to be redeemed, (b) upon transfer or exchange 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 Notes. The Trustee and the next succeeding Interest Payment Date. Any Holder of 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any no obligation or duty to monitor the Issuer’s monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or have any responsibility under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer’s terms of, this Indenture, and to examine the same to determine substantial compliance as to form with any Federal, state or foreign securities lawsthe express requirements hereof.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate 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 When Subordinated Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer or of such Subordinated Notes, to exchange them such Subordinated Notes for an equal principal amount of Subordinated Notes of other authorized denominationsdenominations or to convert such Subordinated Notes, the Registrar or co-Registrar shall register the transfer or make the exchange or conversion as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; PROVIDED, HOWEVER, that the Subordinated Notes surrendered for registration of transfer or exchange or conversion shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and Registrar or co-Registrar, or in the Registrarcase of a conversion, notice of conversion substantially in the form attached to the Subordinated Note or such other notice that is acceptable to Alderwoods, duly executed by the Holder thereof or his attorneys such Holder's attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Alderwoods shall issue and execute and the Trustee shall authenticate new Subordinated Notes evidencing such transfer or exchange at the Registrar’s 's or co-Registrar's request. No service charge shall be made to the Holder for any registration of transfer transfer, exchange or exchange. The Registrar redemption, but Alderwoods may require from the Holder 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 2.11, 3.06, 4.08 Sections 3.07 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes9.05). Without the prior consent of the Issuer, the The Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Subordinated 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 Subordinated Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Subordinated Note being redeemed in part, or and (ciii) of any Note between a record date and the next succeeding Interest Payment Datesurrendered for conversion pursuant to Article 14. Any Holder of any 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 such Global the Subordinated Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; 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, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s requestNotes. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Company may require from the Holder payment of a sum sufficient to cover any transfer tax, fee 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 2.112.10, 3.063.04, 4.08 4.14, 4.15 or 8.05 (9.05, in which events event the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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, (band ending at the close of business on the day of such mailing,(ii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, part or (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any a beneficial interest in 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), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsentry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder 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, 3.064.10, 4.08 4.18 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). 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, (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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder 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, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 registration of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder 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, 4.08 4.08, 4.11 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or of applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the IssuerCompany’s compliance with or have any responsibility with respect to the IssuerCompany’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject When a Note is presented to Sections 2.02(b)the Registrar with a request to register the transfer thereof, 2.16 and 2.17the 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 such Holder 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 if the requirements of this Indenture are met. 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 Issuers 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 Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Issuers may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder 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 2.11Sections 2.09, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) 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, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any 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 Depository of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 requested 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 the Trustee (upon receipt of an Authentication Order from the Issuer) shall authenticate new Notes (and the Guarantors shall execute the notation of Guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.07, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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 or electronic delivery of notice of redemption of Notes to be redeemed, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall shall, subject to Sections 2.15(b) and 2.16, register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; 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, 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 and execute and the Indenture Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The , but the Company or the Registrar may require from the Holder 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 2.03, 3.067.06 or 9.08, 4.08 or 8.05 (in which events event the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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, and ending at the close of business on the day of such mailing and (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Nine, 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 any 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entryentry system. Each Holder All Notes issued upon any registration of a Note agrees to indemnify transfer or exchange of Notes shall be the Issuer valid obligations of the Company, evidencing the same debt, and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect entitled to the Issuer’s compliance with any Federalsame benefits under this Indenture, state as the Notes surrendered upon such registration of transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuers may require from the 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, 4.08 4.08, 4.20 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, . Neither the Registrar nor the Issuers will be required to register the transfer or (c) exchange of any Note between a record date and the next succeeding Interest Payment DateDate or to register the transfer or exchange of any Note selected for redemption, except for the unredeemed portion. Any Holder of any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers’ compliance with or have any responsibility with respect to the Issuer’s Issuers’ compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder 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, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the IssuerIssuers, the Registrar or co-Registrar shall not be required to register the transfer of or to exchange or register a transfer (a) of any Note for (i) during a period of 15 days immediately preceding before the mailing of notice of redemption selection of Notes to be redeemedfor redemption, (bii) of any Note selected, called or being called 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 (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any 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), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer or to exchange them for an equal principal amount at maturity of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transactions are met. Every Note presented or surrendered for registration of transfer or exchange shall be met (including that such Notes are duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Trustee and the Registrar, Registrar duly executed by the Holder thereof or his attorneys duly by an attorney who is authorized in writingwriting to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar exchange or redemption of the Notes, but the Company may require from the Holder 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 or exchange, but this provision shall not apply to any exchange payable upon exchanges pursuant to Section 2.112.08, 3.06, 4.08 3.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes9.04). Without the prior consent of the Issuer, the The Registrar shall not be required (i) to issue, register the transfer of or exchange or register a transfer (a) of any Note for during a period beginning at the opening of business 15 days immediately preceding before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.08 and ending at the close of business on the day of such mailing, or (ii) to be redeemed, (b) register the transfer of or 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. Notwithstanding any other provisions of this Section 2.05, unless and until it is exchanged in whole or (c) in part for Notes in definitive registered form, the Global Notes representing all or a portion of the Notes may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any Note between such nominee to a record date successor Depositary or a nominee of such successor Depositary. If the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor Depositary with respect to the Notes. Each Depositary appointed pursuant to this Section 2.05 must, at the time of its appointment and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Company will execute, and the next succeeding Interest Payment Date. Any Holder Trustee, upon receipt of an authentication order, will authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount at maturity equal to the principal amount at maturity of the Global Note shall, by acceptance of or Notes representing such Global Note, agree that transfers of the beneficial interests Notes in exchange for such Global Note may or Notes if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary shall no longer be effected only through eligible to serve as Depositary and a book entry system maintained successor Depositary for the Notes is not appointed by the Holder Company within 60 days after the Company receives such notice or becomes aware of such ineligibility or (ii) an Event of Default has occurred and is continuing. The Company may at any time and in its sole discretion determine that the Notes shall no longer be represented by a Global Note or Notes. In such event the Company will execute, and the Trustee will, upon receipt of an authentication order, authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount at maturity equal to the principal amount at maturity of the Global Note or Notes representing such Notes in exchange for such Global Note (or its agent), and that ownership Notes. Upon the exchange of a beneficial interest Global Note for Notes in definitive registered form, without coupons, in authorized denominations, such Global Note shall be required canceled by the Trustee. Notes in definitive registered form issued in exchange for a Global Note pursuant to this Section 2.05 shall be reflected registered in a book entrysuch names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Each Holder The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of a Note agrees to indemnify Notes shall be valid obligations of the Issuer Company, evidencing the same debt, and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect entitled to the Issuer’s compliance with any Federalsame benefits under this Indenture, state as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 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 Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder 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, 4.08 4.08, 4.11 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or of applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the IssuerCompany’s compliance with or have any responsibility with respect to the IssuerCompany’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 requested 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the notation of Guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.07, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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 or electronic delivery of notice of redemption of Notes to be redeemed, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer 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 provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, federal or state or foreign securities laws. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among the Depository’s participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation, as is expressly required by, and to do so if and when expressly required by, the terms of this Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when The Notes are presented issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request from such Holder only upon, final acceptance and registration of the transfer by the Registrar in the Note Register. Prior to register the registration of any transfer by a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsHolder as provided herein, the Registrar Company, the Trustee, and any agent of the Company shall register treat the transfer person in whose name the Note is registered as requested if the requirements of this Indenture are met. Every owner thereof for all purposes whether or not the Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or overdue, and neither the Company, the Trustee, nor any such agent shall be accompanied affected by a written instrument of transfer in form satisfactory notice to the Issuer and the Registrarcontrary. Furthermore, duly executed by the any Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder When Notes are presented to the Registrar or a co- Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Note agrees to indemnify Registration Statement shall have been declared effective by the Issuer Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee against shall authenticate Notes at the Registrar's request. No service charge shall be made for any liability that may result from the transfer, registration of transfer or exchange or assignment redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such Holder’s mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in violation whole or in part, except the unredeemed portion of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsNote being redeemed in part.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder 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, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar The Trustee 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 selection of Notes to be redeemed, (b) of redeemed or any Note selected, called or being called selected 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 Dateredemption. Any Holder of any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 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 Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, The Issuer and 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities lawand in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.39

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Company may require from the 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, 4.08 4.8, 4.11 or 8.05 8.5 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder 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, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transferExcept as expressly provided herein, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers’ compliance with or have any responsibility with respect to the Issuer’s Issuers’ compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.10, 4.15 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer of (ai) of any Note for a period of 15 days immediately preceding the mailing of a notice of redemption of Notes to be redeemed, (bii) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any 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 such a Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities lawlaws. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s 's compliance with or have any responsibility with respect to the Issuer’s 's compliance with any Federal, U.S. federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without Neither the prior consent of the Issuer, Issuer nor 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; 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 Issuer, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange and each of the Guarantors shall execute a Guarantee thereon and the Subordinated Guarantor shall execute a Subordinated Guarantee thereon at the Registrar’s 's or co-Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax, fee 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, 3.063.04, 4.08 4.11, 4.12 or 8.05 (9.05, in which events event the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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, and ending at the close of business on the day of such mailing and (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a beneficial interest in 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), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsentry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's or co-Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder 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. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 or (c) an Asset Sale Offer if such Note is tendered pursuant to such Change of any Note between a record date Control Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the --------------------- Registrar or a co-Registrar with a request from such Holder to register a the 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 requested if the its requirements of this Indenture for such transactions 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 Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar exchange of the Notes, but the Company may require from the Holder 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 or exchange, but this provision shall not apply to any exchange payable upon exchanges pursuant to Section 2.112.8, 3.06, 4.08 3.8 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes9.4). Without the prior consent of the Issuer, the The Registrar shall not be required (i) to issue, register the transfer of or exchange or register a transfer (a) of any Note for during a period beginning at the opening of business 15 days immediately preceding before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.3 and ending at the close of business on the day of such mailing, or (ii) to be redeemed, (b) register the transfer of or 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. Notwithstanding any other provisions of this Section 2.5, unless and until it is exchanged in whole or (c) in part for Notes in definitive registered form, a Global Note representing all or a portion of the Notes may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any Note between such nominee to a record date successor Depositary or a nominee of such successor Depositary. If the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor Depositary with respect to the Notes. Each Depositary appointed pursuant to this Section 2.5 must, at the time of its appointment and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Company will execute, and the next succeeding Interest Payment Date. Any Holder Trustee will authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount equal to the principal amount of any the Global Note shall, by acceptance of or Notes representing such Global Note, agree that transfers of the beneficial interests Notes in exchange for such Global Note may or Notes if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if any time the Depositary shall no longer be effected only through eligible to serve as Depositary and a book entry system maintained successor Depositary for the Notes is not appointed by the Holder Company within 90 days after the Company receives such notice or becomes aware of such ineligibility. The Company may at any time and in its sole discretion determine that the Notes shall no longer be represented by a Global Note or Notes. In such event the Company will execute, and the Trustee will authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such Notes in exchange for such Global Note (or its agent), and that ownership Notes. Upon the exchange of a beneficial interest Global Note for Notes in definitive registered form without coupons, in authorized denominations, such Global Note shall be required cancelled by the Trustee. Notes in definitive registered form issued in exchange for a Global Note pursuant to this Section 2.5 shall be reflected registered in a book entrysuch names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Each Holder The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. Notwithstanding the foregoing, transfer of a Note agrees to indemnify Original Notes which are Accredited Investor Notes may be registered only when accompanied by the Issuer following additional information and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.documents as applicable:

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register 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 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the 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, 4.08 4.14 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). 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, (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 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 entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b)2.14 and 2.15, 2.16 and 2.17when 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 such Holder 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 if the requirements of this Indenture are met. 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 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 and execute and the Trustee shall authenticate new Notes 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 Holder for any registration of transfer or exchange. The Registrar Company may require from payment by the Holder 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, 4.08 3.06 or 8.05 (in which events the Issuer 10.05 hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) 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, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder holder of any 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 holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount at maturity of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder 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, 4.08 4.08, 4.11 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or or applicable U.S. Federal, federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the IssuerCompany’s compliance with or have any responsibility with respect to the IssuerCompany’s compliance with any Federal, federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 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 the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the 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, 4.08 4.09, 4.21 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the 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, (b) redeemed or 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 any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder 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. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 (c) an Asset Sale Offer if such Note is tendered pursuant to such Change of any Note between a record date Control Offer, Alternate Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder of any 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 book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes 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 if the its requirements of this Indenture for such transaction are met. Every Note ; 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 and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder 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, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). 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 (a) 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 redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called 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 (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder holder of any 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 such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder 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 if the requirements of this Indenture are metrequested. 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 the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder 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, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar The Trustee 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 selection of Notes to be redeemed, (b) of redeemed or any Note selected, called or being called selected 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 Dateredemption. Any Holder of any 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers' compliance with or have any responsibility with respect to the Issuer’s Issuers' compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are When a Note is presented to the Registrar with a request from such Holder to register a the transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsthereof, the Registrar shall register the transfer as requested if the requirements of this Indenture applicable law are met. Every met and, when Notes are presented to the Registrar with a request to exchange them for an equal princi pal amount of Notes of other authorized denominations, the Reg istrar shall make the exchange as 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 and execute and the Trustee shall authenticate new Notes 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 Company may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder 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 2.11, 3.06, 4.08 Sections 2.09 or 8.05 (in which events the Issuer hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) 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, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests inter ests 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 such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation vio lation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Prior to the Trustee nor due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect be affected by notice to the Issuer’s compliance with contrary. All Notes issued upon any Federal, state transfer or foreign securities lawsexchange pursuant to this Section 2.06 will evidence the same debt and will be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.