Common use of Provisions Applicable to All Transfers and Exchanges Clause in Contracts

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the CompanyIssuer, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchangeexchange (other than exchanges pursuant to Section 3.04 not involving any transfer). (iv) Unless the Company Issuer specifies otherwise, none of the CompanyIssuer, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion exchange pursuant to Article 7, (ii) as to which Section 5.06 is applicable or (iiiii) as to which a Fundamental Change Purchase Repurchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility whatsoever for the actions of the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company and the Trustee specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (iA) that has been selected for redemption or (B) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration any conversion of transfer or exchange. (iv) Unless the Company specifies otherwiseNotes, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Sections 2.11, 2.16 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable after the date of such satisfaction.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, (ii) as to which Section 5.06 is applicable or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, (ii) after the Company has delivered a Redemption Notice pursuant to Section 5.02 hereof, except to the extent the Company fails to pay the applicable Redemption Price when due or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) , other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any of its agents will have any responsibility for any actions taken or not taken by the Depositary. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Section 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. Neither the Trustee nor any Agent will have any responsibility for any action taken or not taken by the Depositary. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this the Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture the Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.16 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in the Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof the Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the CompanyIssuer, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company Issuer specifies otherwise, none of the CompanyIssuer, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion exchange, (ii) as to which Section 5.06 is applicable or (iiiii) as to which a Fundamental Change Purchase Notice or an Optional Put Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (iA) that has been surrendered for conversion or (iiB) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same only to the extent necessary to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Noes surrendered for exchange or registration of transfer, or in connection with any conversion of Notes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Sections 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary or Depositary Participant. (x) None of the Trustee or any Note Agent will have any responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.09, Physical Definitive Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Definitive Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar registrar will be required to exchange or register a transfer of any Note (i) surrendered for conversion, except to the extent that any portion of such Note has not been surrendered for conversion or conversion, (ii) as subject to which a Fundamental Change Purchase Repurchase Notice has been validly delivered and not withdrawnpursuant to Section 3.03 hereof, except to the extent any portion of such Note is not subject to a Fundamental Change Repurchase Notice or the foregoingCompany fails to pay the applicable Fundamental Change Repurchase Price when due, or (iii) after the Company has delivered a Redemption Notice pursuant to Section 11.03 hereof, except to the extent the Company fails to pay the applicable Redemption Price when due. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer Transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. Book Entry Interests in Global Notes will be transferred or exchanged in accordance with the Applicable Procedures of the Depositary. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Section 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Applicable Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (ix) that has been surrendered for conversion or (iiy) as to which a Fundamental Change Purchase Notice has been delivered and not duly withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depository.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, or (ii) as to which a Fundamental Change Purchase Repurchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. The foregoing to the contrary notwithstanding, any transfer of the Notes or any beneficial interests in the Global Notes by the Permitted Holders is subject to the restrictions and conditions specified in the Purchase Agreement. Any transfer of the Notes, or any beneficial interests in the Global Notes by the Permitted Holders that is not made in compliance with the conditions and restrictions set forth in the Purchase Agreement, shall be absolutely void ab initio. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any 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 Applicable Law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer Security (including any transfers of any interest in any a Global Note (including any transfers between or among Depositary participants participants, members or beneficial owners of interests in any Global Note) such interest), other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of any interest in a Global Note, a member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary or any Holder) of any notice or the payment of any amount, under or with respect to the Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes and this Indenture will be given or made only to the registered Holders (which will be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners of any interest in a Global Note will be exercised only through the Depositary Procedures. The Trustee may rely and will be fully protected in relying on information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) . All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) . No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) . Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, (ii) that has been called for redemption or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the . The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.09, Physical Definitive Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Supplemental Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Definitive Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, Trustee or the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) surrendered for conversion, except to the extent that any portion of such Note has not been surrendered for conversion conversion, or (ii) as subject to which a Fundamental Change Purchase Repurchase Notice has been validly delivered and not withdrawnpursuant to Section 3.03 hereof, except to the extent any portion of such Note is not subject to the foregoinga Fundamental Change Repurchase Notice. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination. Table of such Note is not subject to the foregoing.Contents (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law (including, but not limited to, state, federal or Canadian securities laws) with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Registrar will cause such transfer or exchange to be effected as soon as reasonably practicable after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. Neither the Trustee nor the Registrar shall be responsible for making any Notes eligible at the Depositary after the Issue Date.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary. (x) The Trustee and the Paying Agent will have no responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Section 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law (including, but not limited to, state or federal securities laws) with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Registrar will cause such transfer or exchange to be effected as soon as reasonably practicable after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. Neither the Trustee nor the Registrar shall be responsible for making any Notes eligible at the Depositary after the Issue Date. (ix) Neither the Trustee nor any Note Agent will have any responsibility, nor incur any liability, for any action taken or not taken by the Depositary. (x) The Trustee and the Paying Agent will have no responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11‎Section 2.09, Physical Definitive Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Definitive Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar registrar will be required to exchange or register a transfer of any Note (i) surrendered for conversion, except to the extent that any portion of such Note has not been surrendered for conversion or conversion, (ii) as subject to which a Fundamental Change Purchase Repurchase Notice has been validly delivered and not withdrawnpursuant to ‎Section 3.03 hereof, except to the extent any portion of such Note is not subject to a Fundamental Change Repurchase Notice or the foregoingCompany fails to pay the applicable Fundamental Change Repurchase Price when due, or (iii) after the Company has delivered a Redemption Notice pursuant to ‎Section 11.03 hereof, except to the extent the Company fails to pay the applicable Redemption Price when due. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer Transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Sections 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration any conversion of transfer or exchange. (iv) Unless the Company specifies otherwiseNotes, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Company, the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, (ii) as to which Section 10.05 is applicable or (iiiii) as to which a Fundamental Change Purchase Notice or a Specified Date Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.08 hereof, Physical Notes Securities and beneficial interests in Global Notes Securities may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Security Registrar in the Security Register. (ii) All Notes Securities issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes Securities surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note Security or any owner of a beneficial interest in a Global Note Security for any exchange or registration of transfer, but each of the Company, the Trustee or the Security Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Security Registrar or any co-Registrar registrar will be required to exchange or register a transfer of any Note Security (i) surrendered for conversion, except to the extent that any portion of such Security has not been surrendered for conversion conversion, or (ii) as subject to which a Fundamental Change Purchase Repurchase Notice has been validly delivered and not withdrawnpursuant to Section 7.02 hereof, except to the extent any portion of such Note Security is not subject to the foregoinga Fundamental Change Repurchase Notice. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.08, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.08(A)(ii)) or portion thereof in accordance with this the Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture the Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.09, 2.12 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in the Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under by applicable law with respect to any transfer Note or share of Common Stock issued upon conversion of any interest Note. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.07. (vii) Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Note Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note2nd) other than to require delivery Business Day after the date of such certificates and other documentation satisfaction. (viii) Neither the Trustee nor any agent will have any responsibility or evidence as are expressly required by, and to do so if and when expressly required liability for any actions taken or not taken by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofDepositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any Note Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i1) Subject to the restrictions set forth in this Section 2.112.06, Physical Definitive Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii2) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii3) No service charge will be imposed on any Holder of a Physical Definitive Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv4) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar registrar will be required to exchange or register a transfer of any Note (i) surrendered for conversion, except to the extent that any portion of such Note has not been surrendered for conversion or conversion, (ii) as subject to which a Fundamental Change Purchase Repurchase Notice has been validly delivered and not withdrawnpursuant to this Indenture, except to the extent any portion of such Note is not subject to a Fundamental Change Repurchase Notice or the foregoingCompany fails to pay the applicable Fundamental Change Repurchase Price and Fundamental Change Make-Whole Amount, if any, when due or (iii) after the Company has delivered a Redemption Notice pursuant to Section 5.02 hereof, except to the extent the Company fails to pay the applicable Redemption Price when due. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.08, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.08(A)(ii)) or portion thereof in accordance with this the Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture the Indenture, as the Notes surrendered upon such registration of transfer old Note or exchange.portion thereof, as applicable. ​ ​ (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.09, 2.12 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in the Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under by applicable law with respect to any transfer Note or share of Common Stock issued upon conversion of any interest Note. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.07. (vii) Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Note Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note2nd) other than to require delivery Business Day after the date of such certificates and other documentation satisfaction. (viii) Neither the Trustee nor any agent will have any responsibility or evidence as are expressly required by, and to do so if and when expressly required liability for any actions taken or not taken by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofDepositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the CompanyIssuer, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company Issuer specifies otherwise, none of the CompanyIssuer, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion exchange, (ii) as to which Section 5.06 is applicable or (iiiii) as to which a Fundamental Change Purchase Notice, Optional Exchange Notice or an Optional Put Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.09, Physical Definitive Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Definitive Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any documentary, stamp or transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar registrar will be required to exchange or register a transfer of any Note (i) surrendered for conversion, except to the extent that any portion of such Note has not been surrendered for conversion or conversion, (ii) as subject to which a Fundamental Change Purchase Repurchase Notice has been validly delivered and not withdrawnpursuant to Section 3.03 hereof, except to the extent any portion of such Note is not subject to a Fundamental Change Repurchase Notice, or (iii) after the foregoingCompany has delivered a Redemption Notice pursuant to Section 11.03 hereof, except to the extent that (A) the Company has failed to redeem such Note on the applicable Redemption Date in accordance with Article 11 hereof, (B) a portion of such Note was surrendered for conversion after the applicable Redemption Date or (C) a portion of such Note was made subject to a Fundamental Change Repurchase Notice relating to a Fundamental Change Repurchase Date that will occur before the applicable Redemption Date. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer Transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration any conversion of transfer or exchange. (iv) Unless the Company specifies otherwiseNotes, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any Depositary Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary, subject to the Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Sections 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants Participants, members or beneficial owners of interests in any Global Note) ), other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Depositary. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the third (3rd) (or, if the T+2 Effective Date has occurred by the date of such satisfaction, the second (2nd)) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any of its agents will have any responsibility for any actions taken or not taken by the Depositary. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11‎Section 2.08, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this ‎Section 2.08(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections ‎2.09, ‎2.12 or ‎9.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed by applicable law or under this Indenture or under applicable law with respect to any transfer of any interest in any Note or any share of Common Stock issued upon conversion of any Note (including any transfers between or among Depositary participants the Depositary, participants, members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms of, of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by ‎Section 2.07. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) None of the Trustee, the Collateral Agent nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in Section 2.07 and this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) selected for redemption, (ii) that has been surrendered for conversion exchange or (iiiii) as to which a Fundamental Change Purchase Notice or a Put Right Repurchase Notice, as applicable, has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) . All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) . No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) . Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, (ii) that has been called for redemption or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the . The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion exchange, (ii) as to which Section 5.06 is applicable or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. The foregoing to the contrary notwithstanding, any transfer of the Notes or any beneficial interests in the Global Notes by the Permitted Holders is subject to the restrictions and conditions specified in the Purchase Agreement. Any transfer of the Notes, or any beneficial interests in the Global Notes by the Permitted Holders that is not made in compliance with the conditions and restrictions set forth in the Purchase Agreement, shall be absolutely void ab initio. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange, other than exchanges pursuant to Section 3.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any 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 Applicable Law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration any conversion of transfer or exchange. (iv) Unless the Company specifies otherwiseNotes, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary. (x) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will be responsible for any actions taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may, subject to Section 5.02(E), require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction subject to the reasonable and customary requirements of the Registrar. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes: (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) , other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any of its agents will have any responsibility for any actions taken or not taken by the Depositary. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.16 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same only to the extent necessary to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Physical Note includes an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Physical Note. (ix) Each Holder, by acceptance of a Note, agrees as follows: (1) THE OFFER AND SALE OF THE NOTES AND THE SHARES OF CLASS A COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE NOTES AND ANY SHARES OF CLASS A COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. (2) BY ITS ACQUISITION OF THE NOTES, THE HOLDER: (a) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (I) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (II) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT; (b) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY SHARES OF CLASS A COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, EXCEPT ONLY: (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF; (II) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (III) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (c) BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (III) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES, AN OPINION OF COUNSEL OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (x) Without limiting the foregoing, the Holders of the Notes shall not transfer any of the Notes except (i) to any Affiliate of such Holder, without the Company’s consent; (ii) without the Company’s consent, to any transferee who (I) together with such transferee’s Affiliates, does not, and following such transfer will not, own more than 20% of the total principal amount of Notes then-outstanding and (II) to the extent such transfer occurs prior to the first anniversary of the Issue Date, agrees in writing to refrain from certain trading activities during, or with respect to, the valuation period consisting of the 20 VWAP Trading Days immediately prior to August 22, 2024, in the form attached hereto as Exhibit D; (iii) with the Company’s consent (such consent not to be unreasonably withheld or delayed), and (iv) without the Company’s consent, to the extent an Event of Default under Section 7.01(A)(i)-(iv) is continuing. For the avoidance of doubt, nothing in this Indenture shall be construed as prohibiting any Holder from granting a security interest, pledge, lien, mortgage, or other encumbrance on all or a portion of the Notes held by such Holder (a “Notes Security Interest”) to secure any obligations (including Indebtedness) of such Holder or any Affiliate of such Holder (collectively, “Holder Obligations”). In the event of any foreclosure or similar action with respect to any such Holder Obligations, notwithstanding anything in this Indenture to the contrary, the grantee of such Notes Security Interest may effect a foreclosure and assume all of the rights of the Holder under this Indenture without the consent of the Company.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest Notwithstanding anything to the contrary in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee this Indenture or the Registrar Notes, a Note may require such Holder not be transferred or owner of a beneficial interest exchanged in part unless the portion to pay a sum sufficient to cover any transfer tax, assessment be so transferred or other governmental charge imposed exchanged is in connection with such registration of transfer or exchangean Authorized Denomination. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (v) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vi) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (vii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. Table of Contents (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee or and the Registrar may require such Note Agents will not impose any service charge on any Holder or owner of a beneficial interest to pay a sum sufficient to cover for any transfer taxor exchange of Notes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Exchange Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required transfer or exchange of Notes, other than exchanges pursuant to exchange Section 2.11, 2.17 or register a transfer of 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) , other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any of its agents will have any responsibility for any actions taken or not taken by the Depositary. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any of its agents will have any responsibility for any actions taken or not taken by the Depositary. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of Notes and the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover Company will bear any transfer tax, assessment tax or other similar governmental charge imposed in connection with as a result of any such registration of transfer transfer, exchange or exchange. (iv) Unless the Company specifies otherwiseconversion, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of any Note Notes (i) that has been surrendered for conversion other than in the case of exchanges pursuant to Sections 2.11, 2.17 or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn8.05), except but only to the extent that the Holder requests that any portion Notes or shares of Common Stock delivered upon such Note is not subject transfer, exchange or conversion be issued in a name other than the Holder’s name. (iv) Notwithstanding anything to the foregoingcontrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number (ix) Neither the Company, the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this the Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture the Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.16 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in the Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof the Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

Provisions Applicable to All Transfers and Exchanges. (i) i. Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes . Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No . The Company, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration any conversion of transfer or exchange. (iv) Unless the Company specifies otherwiseNotes, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except transfer. iv. Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the v. The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. vi. Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. vii. Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. viii. For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. ix. Neither the Company, the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration any conversion of transfer or exchange. (iv) Unless the Company specifies otherwiseNotes, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing the Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in Section 2.07 and this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, stamp tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchangeexchange required by law or permitted by this Indenture. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchange.portion thereof, as applicable. FullDPWPathandDateText US-DOCS\113092644.12 (iii) No The Company, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration any conversion of transfer or exchange. (iv) Unless the Company specifies otherwiseNotes, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. FullDPWPathandDateText US-DOCS\113092644.12 (x) Notwithstanding anything to the contrary herein but subject to Section 2.10(B), prior to the Notes Fungibility Date, upon surrender for registration of transfer of any Rule 144A Note or Regulation S Note, as the case may be, the Company will issue, execute and deliver, and the Trustee will authenticate, in the name of the designated transferee or transferees, one or more new Rule 144A Notes or Regulation S Notes, as the case may be, of any Authorized Denominations and of a like aggregate principal amount, in each case in accordance with Section 2.02, bearing each legend (including the Restricted Note Legend) required by Section 2.09. Following the Notes Fungibility Date, upon surrender for registration of transfer of any Note, the Company will issue, execute and deliver, and the Trustee will authenticate, in the name of the designated transferee or transferees, one or more new Notes of any Authorized Denominations and of a like aggregate principal amount, in each case in accordance with Section 2.02, bearing each legend (other than the Restricted Note Legend) required by Section 2.09. (xi) Notwithstanding anything to the contrary herein but subject to Section 2.10(B), prior to the Notes Fungibility Date, Rule 144A Notes and Regulation S Notes, as the case may be, may be exchanged for other Rule 144A Notes or Regulation S Notes, as the case may be, of any Authorized Denominations and of a like aggregate principal amount, upon surrender of the Rule 144A Notes or Regulation S Notes, as the case may be. Whenever any Rule 144A Notes or Regulation S Notes, as the case may be, are so surrendered for exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, the Rule 144A Notes or Regulation S Notes, as the case may be, that the Holder making the exchange is entitled to receive, in each case in accordance with Section 2.02, bearing each legend (including the Restricted Note Legend) required by Section 2.09. Following the Notes Fungibility Date, the Notes may be exchanged for other Notes of any Authorized Denominations and of a like aggregate principal amount, upon surrender of the Notes. Whenever any Notes are so surrendered for exchange, the Company will issue, execute and deliver, and the Trustee will authenticate the Notes that the Holder making the exchange is entitled to receive, in accordance with Section 2.02, bearing each legend (other than the Restricted Note Legend) required by Section 2.09.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law (including, but not limited to, state, federal or Canadian securities laws) with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility, nor incur any liability, for any action taken or not taken by the Depositary. (x) The Trustee and the Paying Agent will have no responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. Book-Entry Interests in Global Notes will be transferred or exchanged in accordance with the Applicable Procedures by Euroclear or Clearstream. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Section 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Common Depositary or other Person with respect to the accuracy of the records of the Common Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Common Depositary) of any notice (including any notice of Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Common Depositary subject to the Applicable Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Common Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” ISIN number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” ISIN number. (x) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Common Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.. NY\6371365.3

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the third (3rd) (or, if the T+2 Effective Date has occurred by the date of such satisfaction, the second (2nd)) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will be responsible for any actions taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.09, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion (ii) as to which Section 10.05 is applicable or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent that any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in Section 2.07 and this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) selected for redemption, (ii) that has been surrendered for conversion or (iiiii) as to which a Fundamental Change Purchase Repurchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent in each of its capacities will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Section 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the Trustee nor any Note Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture to be delivered to it and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.113.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. The foregoing to the contrary notwithstanding, any transfer of the Notes or any beneficial interests in the Global Notes by the Initial Purchasers is subject to the restrictions and conditions specified in the Purchase Agreement. Any transfer of the Notes, or any beneficial interests in the Global Notes by the Initial Purchasers that is not made in compliance with the conditions and restrictions set forth in the Purchase Agreement, shall be absolutely void ab initio. Notwithstanding the foregoing, upon the occurrence and during the continuation of any Significant Event of Default or the acceleration of the Obligations after the occurrence of any Event of Default (which acceleration has not been rescinded), such restrictions regarding the transfer of the Notes set forth in the Purchase Agreement shall not apply to restrict the Holders in any manner. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this the Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture the Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.16 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in the Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants Participants or beneficial owners of interests in any Global Note) ), other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof the Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) Neither the Trustee nor any Note Agent will have any responsibility for any actions taken or not taken by the Depositary.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. Beneficial interests in Global Notes will be transferred or exchanged in accordance with the Depositary Procedures. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary. (x) The Trustee and the Paying Agent will have no responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion conversion, (ii) as to which Section 10.05 is applicable or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Section 2.11, 2.17 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the Trustee nor any Note Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture to be delivered to it and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. (ix) For the avoidance of doubt (i) each Note issued upon transfer of, or in exchange for, a Payment Priority New Money Note will be a Payment Priority New Money Note, (ii) each Note issued upon transfer of, or in exchange for, a Payment Priority Exchange Note will be a Payment Priority Exchange Note, and (iii) each Note issued upon transfer of, or in exchange for, a Payment Junior Note will be a Payment Junior Note (except in the case of Payment Junior Notes exchanged for Payment Priority Exchange Notes pursuant to the 2024 Exchange Agreement).

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Certificated Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any co-Registrar will be required to such transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Certificated Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Certificated Note; and (y) if such Global Note or a Certificated Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Certificated Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the third (3rd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or a Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or a Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this the Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture the Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any transfer, exchange or registration conversion of transferNotes, but each of the Company, the Trustee or Guarantors, the Trustee, the Registrar and the Conversion Agent may require such Holder or owner payment of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment tax or other similar governmental charge that may be imposed in connection with such registration any transfer, exchange or conversion of transfer Notes, other than exchanges pursuant to Section 2.11, 2.16 or exchange8.05 not involving any transfer. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in the Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof the Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or conversion, (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawnwithdrawn or (iii) that has been selected for redemption in connection with a Redemption Notice that has been delivered, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in Section 2.07 and this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) selected for redemption, (ii) that has been surrendered for conversion or (iiiii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and time. The Registrar will record each such transfer or exchange will be noted by the Registrar of Physical Notes in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. Neither the Trustee nor any of its agents will have any responsibility for actions taken or not taken by the Depositary. (vi) The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (vii) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (viii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (ix) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 2.112.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and the Registrar will record each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes Each Note issued upon any registration of transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligations obligation of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer old Note or exchangeportion thereof, as applicable. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or the Registrar may require such Holder or owner conversion of a beneficial interest to pay a sum sufficient to cover any transfer taxNotes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any co-Registrar will be required to transfer, exchange or register a transfer conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 9.05 not involving any Note transfer. (iiv) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except Notwithstanding anything to the extent any contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion of such Note to be so transferred or exchanged is not subject to the foregoingin an Authorized Denomination. (v) Neither the The Trustee nor any Agent will have any no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) Security, other than to require the delivery of such certificates and or other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereofof this Indenture. (vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09. (vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction. (viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number. (ix) Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.