Common use of Registration of Notes; etc Clause in Contracts

Registration of Notes; etc. (a) The Company will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company shall provide a copy of the Register to the Collateral Agent. The Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders records. Failure to make any recordation in the Register or in any Holders records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the Company, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the Company, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the Company, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company pursuant to Section 1.8, the Company will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following the Closing and each subsequent change to the Register, the Company shall provide a copy of the Register to the Collateral Agent. The Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the Company, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the Company, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the Company, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company pursuant to Section 1.8, the Company will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company Parent Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following the Closing and each subsequent change to the Register, the Company Parent Issuer shall provide a copy of the Register to the Collateral Agent. The Parent Issuer and the Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent Issuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company Parent Issuer duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the CompanyParent Issuer, at its expense, will xxxx the surrendered Notes as canceled, and Parent Issuer will execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company Parent Issuer shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyParent Issuer, at its expense, will xxxx the surrendered Notes as canceled, and Parent Issuer will execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the CompanyParent Issuer, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the CompanyParent Issuer, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company Parent Issuer pursuant to Section 1.8, the Company Parent Issuer will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "RegisterREGISTER"). Promptly following the Closing and each subsequent change to the Register, the Company Issuer shall provide a copy of the Register to the Collateral Agent. The Company Issuer shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereofhereof, and any such recordation shall be conclusive and binding on the CompanyIssuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder's records. Failure to make any recordation in the Register or in any Holders Holder's records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the CompanyIssuer, at its expense, will xxxx mark the surrendered Notes as canceled, and execute and deliver, in the name txx xame of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amountprincipal amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, from the date to which interest shall have been paid on the surrendered Note, Note or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; (provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000). Promptly upon the transfer of any Note, the Company Issuer shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amountprincipal amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyIssuer, at its expense, will xxxx mark the surrendered Notes as canceled, and execute and deliver the Notes Nxxxx that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the Company, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company pursuant to Section 1.81.7, the Company will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b1.3(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, Notes to provide for the registration and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts transfer of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following In order for any transfer of a Note to be effective, the Closing Note must be surrendered to Issuer and each subsequent change a new Note must be issued by Issuer to the transferee. Issuer shall record each transfer on the Register, the Company . The Register shall provide a copy be conclusive evidence of the Register to the Collateral Agent. The Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners ownership of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to Notes. Issuer shall not treat any Note shall be owed to the Holder listed in the Register Person as the owner thereof; and any request, authority or consent of any a Note unless such Person who, at is the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee owner of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding Note reflected on the Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders records. Failure to make any recordation in the Register or in any Holders records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any NotesNotes to the extent permitted hereunder, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transfereeprincipal amount. (dc) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amountprincipal amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver the Notes that the Holder making the exchange is entitled to receive. (ed) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the CompanyIssuer, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (fe) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the CompanyIssuer, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company pursuant to Section 1.8, the Company will record the relevant information in the Register. (hf) Any transfer of any of the Notes or assignment pursuant to Section 11.3 is subject to the requirements of Sections 2.3(b) and 2.6(a) hereof. (g) Notwithstanding anything to the contrary herein, if all of the Notes of any Holder are redeemed pursuant to Section 1.4(b9.4, such Holder shall continue to be a Holder for all purposes under this Agreement (including, without limitation, for purposes of Sections 9.11, 10.4, 11.4 and 11.13) hereof and will not be valid unless under each other document entered into in connection herewith (including, without limitation, the Amendment Agreement) until the latest of (a) the date it no longer has any right under Section 9.12, (b) if it has exercised any such right, the date on which it receives payment in full of all amounts payable to it as a result of such exercise and until (c) the date of Repayment in full of all other Obligations (other than contingent obligations) owing to such transfer is recorded in the RegisterHolder.

Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, Notes to provide for the registration and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts transfer of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following In order for any transfer of a Note to be effective, the Closing Note must be surrendered to Issuer and each subsequent change a new Note must be issued by Issuer to the transferee. Issuer shall record each transfer on the Register, the Company . The Register shall provide a copy be conclusive evidence of the Register to the Collateral Agent. The Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners ownership of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to Notes. Issuer shall not treat any Note shall be owed to the Holder listed in the Register person as the owner thereof; and any request, authority or consent of any Person who, at a Note unless such person is the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee owner of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding Note reflected on the Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders records. Failure to make any recordation in the Register or in any Holders records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any NotesNotes to the extent permitted hereunder, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transfereeprincipal amount. (dc) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amountprincipal amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver the Notes that the Holder making the exchange is entitled to receive. (ed) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the CompanyIssuer, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (fe) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the CompanyIssuer, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company pursuant to Section 1.8, the Company will record the relevant information in the Register. (hf) Any transfer of any of the Notes or assignment pursuant to Section 10.3 is subject to the requirements of Section 1.4(b2.3(b) hereof and will not be valid unless and until such transfer is recorded in the RegisterSection 2.6(a) hereof.

Registration of Notes; etc. (a) The Company Parent will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following the Closing and each subsequent change to the Register, the Company Parent shall provide a copy of the Register to the Collateral Agent. The Company Parent shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company Parent duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the CompanyParent, at its expense, will xxxx the surrendered Notes as canceled, and Parent will execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. A annexed hereto. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company Parent shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyParent, at its expense, will xxxx the surrendered Notes as canceled, and Parent will execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the CompanyParent, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the CompanyParent, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company to Parent pursuant to Section 1.8, the Company Parent will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c13.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following the Closing and each subsequent change to the Register, the Company shall provide a copy of the Register to the Noteholder Agent and each Collateral Agent. The Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders records. Failure to make any recordation in the Register or in any Holders records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.213.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only).. Any new Holder shall simultaneously with becoming a Holder execute the Holder Joinder substantially in the form attached as Exhibit G. (c) Upon surrender for registration of transfer of any Notes, the Company, at its expense, will xxxx mark the surrendered Notes as canceled, and execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amountprincipal amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. A or Exhibit B annexed hereto, as applicable. Each such new Note shall be dated as of, and bear interest from, from the date to which interest shall have been paid on the surrendered Note, Note (provided any outstanding interest shall continue to be owed and shall survive) or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amountprincipal amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the Company, at its expense, will xxxx mark the surrendered Notes as canceled, and execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the Company, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company pursuant to Section 1.810.5, the Company will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b5.1(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company Parent Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Parent Issuer shall provide a copy of the Register to the Collateral Agent. The Parent Issuer and the Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent Issuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company Parent Issuer duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the CompanyParent Issuer, at its expense, will xxxx the surrendered Notes as canceled, and Parent Issuer will execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company Parent Issuer shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyParent Issuer, at its expense, will xxxx the surrendered Notes as canceled, and Parent Issuer will execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the CompanyParent Issuer, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the CompanyParent Issuer, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company Parent Issuer pursuant to Section 1.8, the Company Parent Issuer will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company Parent Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Parent Issuer shall provide a copy of the Register to the Collateral Agent. The Parent Issuer and the Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent Issuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders records. Failure to make any recordation in the Register or in any Holders records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company Parent Issuer duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the CompanyParent Issuer, at its expense, will xxxx the surrendered Notes as canceled, and Parent Issuer will execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company Parent Issuer shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyParent Issuer, at its expense, will xxxx the surrendered Notes as canceled, and Parent Issuer will execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the CompanyParent Issuer, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the CompanyParent Issuer, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company Parent Issuer pursuant to Section 1.8, the Company Parent Issuer will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following the Closing and each subsequent change to the Register, the Company Issuer shall provide a copy of the Register to the Collateral Agent. The Company Issuer shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereofhereof, and any such recordation shall be conclusive and binding on the CompanyIssuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amountprincipal amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. A annexed hereto. Each such new Note shall be dated as of, and bear interest from, from the date to which interest shall have been paid on the surrendered Note, Note or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; (provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000). Promptly upon the transfer of any Note, the Company Issuer shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amountprincipal amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the Company, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company pursuant to Section 1.8, the Company will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.

Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "“Register"”). Promptly following the Closing and each subsequent change to the Register, the Company Issuer shall provide a copy of the Register to the Collateral Agent. The Company Issuer shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyIssuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder. (b) Subject to Section 10.2, a Holder may transfer a Note to a new Holder only by surrendering such Note to the Company Issuer duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new Holder (or the current Holder if submitted for exchange only). (c) Upon surrender for registration of transfer of any Notes, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and Issuer will execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same type, and of a like aggregate Principal Amount. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. A annexed hereto. Each such new Note shall be dated as of, and bear interest from, the date to which interest shall have been paid on the surrendered Note, or dated as of the date of the surrendered Note if no interest shall have been paid thereon. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Promptly upon the transfer of any Note, the Company Issuer shall provide written notice of such transfer to the Collateral Agent, including the date of such transfer, the amount of Note or Notes transferred and the name of and payment instructions for the transferee. (d) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate Principal Amount, as applicable, but in different denominations. Whenever any Notes are so surrendered for exchange, the CompanyIssuer, at its expense, will xxxx the surrendered Notes as canceled, and Issuer will execute and deliver the Notes that the Holder making the exchange is entitled to receive. (e) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the CompanyIssuer, evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange. (f) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the CompanyIssuer, duly executed by the Holder thereof or its attorney duly authorized in writing. (g) Upon receipt of a Note pursuant to clause (b) or (d) above and any forms, certificates or other evidence with respect to Tax matters that the new Holder may be required to deliver the Company to Issuer pursuant to Section 1.8, the Company Issuer will record the relevant information in the Register. (h) Any transfer of any of the Notes is subject to Section 1.4(b) hereof and will not be valid unless and until such transfer is recorded in the Register.