Common use of Transfer and Exchange of Notes Clause in Contracts

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.AZZ incorporated Note Purchase Agreement

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Administrative Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the assignee Holder agrees to be bound by the terms hereof that are applicable to Holders, Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below)expense, one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) series in exchange therefortherefore and, in the case of any Note, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided, however, that no transfer of any Note may be made (i) to a transferee who is not an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act) and (ii) unless such transfer is made pursuant to an exemption from registration under the securities Laws of the United States including, without limitation, any resale of any Note under Rule 144A of the Securities Act. Each Any purported transfer of a Note or an interest therein which is prohibited hereby shall be null and void ab initio and of no force or effect whatever. In the case of a transfer of Notes, each such new Note and shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Exhibit A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided provided, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,0001,000,000; provided, further, that transfers by a Holder and its Affiliates shall be aggregated for purposes of determining whether or not such $1,000,000 threshold has been reached. Any transferee, by its acceptance of If any Holder shall request that the restrictive legend on a Note registered in its name (or the name of its nominee)be removed, shall be deemed to have made the representation set forth in Section 6.2such Holder, provided that such holder may (in reliance upon information provided if requested by the Company, which shall not be unreasonably withheld) make a representation will have the obligation in connection with such request, as applicable, at such Holder's expense, of delivering an opinion of counsel in form and substance reasonably satisfactory to Company, in connection with such request to the effect that the purchase by removal of such holder restrictive legend would not be in violation of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableLaws.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)) of the same Series, the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within twenty Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, of the series and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Exhibit 1A-A, Exhibit 0X-X, Xxxxxxx 0X-X, Exhibit 1A-D or pursuant to any SupplementExhibit 1A-E, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than U.S. $100,000500,000, £500,000 or Can. $500,000, as applicable; provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than U.S. $100,000500,000, £500,000 or Can. $500,000, as applicable. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. No transfer, provided that such holder may (in reliance upon information provided by the Companysale, which exchange or assignment of a Note shall not be unreasonably withheld) make deemed to be a representation to the effect that the purchase by such holder discharge, rescission, extinguishment or novation of any Note will and any Note so \Pengrowth Energy Corporation Note Purchase Agreement\ transferred, sold, exchanged or assigned shall continue to be the same obligation of the Company and not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablenew obligation.

Transfer and Exchange of Notes. Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19(3)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Issuer’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Schedule 1(a) or pursuant to any SupplementSchedule 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available6.3.

Transfer and Exchange of Notes. Upon Subject to Section 13.3, upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the Old Dominion Freight Line, Inc. Note Purchase Agreement unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Schedule 1(a) or pursuant to any SupplementSchedule 1(b), as appropriate. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. The transferee of any Note in accordance with Section 13.1 shall have all rights, provided benefits and obligations of the Purchaser of such Note under the Note Documents as if such holder were an original signatory hereto without any further action being required under the Note Documents. (b) If no Default or Event of Default has occurred and is continuing, each holder of a Note hereby agrees that it will not offer for sale or sell any of its Notes, or parts thereof, other than to an Affiliate, or to another holder of a Note without first delivering written notice to the Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement Company (a “Right of First Offer Notice”) of its intent to sell such Notes or part thereof. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”), and the principal amount of Note(s) that such holder may of Note(s) desires to sell, for such Notes. If the Company so desires it may, within 3 Business Days of the receipt of such Right of First Offer Notice, inform such holder of a Note in writing via email or overnight delivery that it elects to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the holder of Note delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such time a Default or Event of Default shall have occurred and be continuing, a holder of a Note shall have no obligation to deliver a Right of First Offer Notice to the Company and the Company shall not have the right to purchase, and no Affiliate or any other entity designated by the Company shall have a right to purchase, the Notes of the holder. The aggregate principal amount of the Notes specified in reliance upon information provided such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not be unreasonably withheld) make more than 30 days following delivery of such Purchase Notice. If a representation holder of a Note does not receive a Purchase Notice from the Company within 3 Business Days after the delivery of a Right of First Offer Notice to the effect that the purchase by Company, such holder of a Note shall have the right to sell its Notes identified in such Right of First Offer Notice to a third party purchaser (other than a Disqualified Purchaser) for a price which is not less than 90% of the Proposed Purchase Price identified in such Right of First Offer Notice at any Note will not constitute a non-exempt prohibited transaction under Section 406(a) time during the period of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption 120 days from the requirement for date of such registration is availableRight of First Offer Notice.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Obligors shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Obligors’ expense (except as provided below), one or more new Notes of the appropriate series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. Notwithstanding the foregoing, if such Note is surrendered for a new Note in connection with Section 9.8(d), such new Note shall be dated as of the date that the new Note is issued, but the form of Note shall be modified to provide that notwithstanding the date of the Note, interest will accrue from the date to which interest shall have been paid on the surrendered Note or from the date of the surrendered Note if no interest shall have been paid thereon. The Company Obligors may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000250,000, 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 $100,000250,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed to make the same representations to the Obligors regarding the Note or participation as you and the Other Purchasers have made the representation set forth in pursuant to Section 6.2, provided that such holder entity may (in reliance upon information provided by the CompanyObligors, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder entity of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableSection 13.3.

Transfer and Exchange of Notes. Upon surrender The holder of any Note, as applicable, may, prior to maturity or prepayment thereof, surrender such Note at the principal executive office of the Company a Borrower for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify the Borrower in writing at least five (5) days in advance of such transfer or exchange. Within a reasonable time after such notice to the Borrower from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, the Borrower shall issue in exchange therefor another Note in denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note, duly endorsed or accompanied by Notes so transferred which shall be in a written instrument minimum denomination of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofOne Hundred Thousand Dollars ($100,000), the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense (except as provided below), one or more new Notes (all as requested by the holder thereof) holder, for the same aggregate principal amount, as of the same Series (and date of the same tranche if such Series has separate tranches) in exchange thereforissuance, in an aggregate principal amount equal to as the unpaid principal amount of the Note or Notes so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Note may request designate, and such transfer or exchange shall be substantially made in the form such a manner that no gain or loss of the Note of such Series originally issued principal or interest shall result therefrom. The Borrower shall have no obligation hereunder or pursuant under any Note to any Supplementperson other than the registered holder of each such Note. Each such new Note Notwithstanding anything to the contrary contained herein, no Noteholder shall be dated permitted to transfer any of its Notes unless such Noteholder's transferee has agreed in writing to be bound by the terms of this Agreement and bear interest from the date other Subordinated Notes Documents and the Mezzanine Subordination Agreement to which interest shall have been paid on such Noteholder is a party, including the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations and warranties set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableArticle IV hereof.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementSchedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6. If a transferee is relying on clauses (c), (d), (e) or (g) of Section 6.2, provided it shall notify the Company which clause it is relying upon and provide any such written disclosure required in any such clauses to the Company at least six Business Days prior to the transfer, and if the Company reasonably determines, based upon an opinion of counsel it furnishes to the transferor and the transferee not less than one Business Day prior to the proposed transfer, that the transfer could reasonably be expected to be prohibited under Section 406 of ERISA or Section 4975 of the Code, such holder may (in reliance upon information provided by the Company, which transfer shall not be unreasonably withheld) make a representation to effectuated until such time, if any, as the effect transferee represents that it is relying on other clauses of Section 6.2 or the Company determines that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may proposed transfer would not be transferred prohibited by Section 406 of ERISA or resold unless registered under Section 4975 of the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableCode.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19(a)(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series series (and of the same tranche if such Series series has separate multiple tranches) as requested by the holder thereof in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1(a), Exhibit 1(b) or Exhibit 1(c) hereto or Exhibit 1 of the Note of such Series originally issued hereunder or pursuant to any appropriate Supplement, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2Sections 6.1(a), provided that such holder may (in reliance upon information provided by 6.2 and 6.3, and the Company, which Company shall not be unreasonably withheld) make a representation obligated to register any Note in the effect that the purchase by such holder name of any Note will transferee who cannot constitute make the representations set forth in Sections 6.1(a), 6.2 and 6.3 or with respect to any transfer that would result in a non-exempt “prohibited transaction under transaction” within the meaning of Section 406(a) 406 of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.Waste Connections, Inc. Note Purchase Agreement

Transfer and Exchange of Notes. Upon (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days ANNEX A-40 thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.1 and Section 6.2. (b) Each Holder hereby agrees that it will not offer for sale or sell any of its Notes or disclose any Confidential Information to any prospective transferee of the Notes, provided other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”) for such Notes and the names of up to ten prospective purchasers. If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such holder may (time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice. The aggregate principal amount of the Notes specified in reliance upon information provided such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not be unreasonably withheld) make more than 30 days following delivery of such Purchase Notice. If a representation Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the effect Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice. In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase by the Notes within such holder 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableFirst Offer Notice.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's ’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, of the same Series and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the applicable Note of such Series originally issued hereunder or pursuant to any Supplement. set forth in Exhibits 1-A through 1-E. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, 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 $100,000. Any transferee, by 1,000,000. (b) No Holder shall transfer any Note unless the transferee thereof first (i) provides the Company with a written representation either that it is not acquiring its acceptance interest in such Note with the assets of a Note registered in its name any plan (or the name of its nominee), shall be deemed to have made the representation set forth related trust) as defined in Section 6.2, provided 4975(e) of the Code or of any employee benefit plan (or its related trust) as defined in Section 3(3) of ERISA or that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note transfer will not constitute a non-exempt prohibited transaction under (within the meaning of Section 4975(c)(1)(A) through (D) of the Code and Section 406(a) of ERISA) for which an exemption is not available (a “Prohibited Transaction”) or (ii) at the election of the transferee, provides the Company with such information as is reasonably sufficient to enable the Company to determine that such transfer will not constitute a Prohibited Transaction (as so defined) involving the Company; provided that, if the transferee elects the procedure described in clause (ii) above, no such transfer shall be made if the Company, not later than ten Business Days after the information required by such clause (ii) was received by it, has reasonably determined (y) that the proposed transfer will constitute a Prohibited Transaction (as so defined) involving the Company and has notified the Holder intending to transfer such Note and the intended transferee in writing of such determination along with a reasonable description of the reason therefor or (z) that it requires further information which is available to the intended transferee (and not to the Company) before it can reasonably determine whether the proposed transfer will constitute such a Prohibited Transaction and has notified the Holder intending to transfer such Note and the intended transferee in writing of such determination along with a listing of such additional information that it requires to make such a determination (which notice provided pursuant to this clause (z) may be given only once with respect to any proposed transfer and shall serve merely to extend, until five Business Days from the date such additional information is received by the Company, the time period during which the Company may provide the notice required by clause (y) above and shall not, of itself, prohibit the effectiveness of any proposed transfer of any Note). The Notes Company shall, in any case where a proposed transferee provides the Company with the information required by clause (ii) of the immediately preceding sentence and the Company does not issue the notice prescribed by clause (y) of such sentence, deliver to the proposed transferee, not later than the latest date such notice could have been delivered pursuant to the immediately preceding sentence, a certificate stating that the proposed transfer will not been registered involve a Prohibited Transaction. (c) Each Holder (whether an original Holder under this Agreement or a Holder as a result of a transfer pursuant to this Section 16.2) hereby agrees that, upon becoming a Holder, it shall be automatically bound by the Securities Act or under terms of the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableNew Intercreditor Agreement.

Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company or its agent at the principal executive office address and to the attention of the Company designated officer (all as specified Highland Credit Strategies Fund Note Purchase Agreement in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Exhibit 1-A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000500,000, 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 $100,000. Any transferee, by 500,000. (b) No holder shall transfer its acceptance of a Note registered in its name (Notes or the name any of its nominee), shall be deemed to have made rights or obligations under this Agreement without the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by prior written consent of the Company, which consent shall not be unreasonably withheld) make a representation to withheld or delayed. Notwithstanding the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may foregoing, consent shall not be transferred required if (i) a Default or resold unless registered under Event of Default has occurred and is continuing or (ii) the Securities Act and all applicable state securities laws transferee is an insurance company or unless a broker or dealer; provided such transfer to a broker or dealer is solely for the purpose of facilitating a transfer to an exemption from the requirement for such registration is availableinsurance company.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer (i) accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), ) within ten (10) Business Days thereafter the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided that, prior to the execution and delivery of such new Note to the transferee, to the extent such transferee is not already at such time party to the Intercreditor Agreement, such transferee shall have duly executed and delivered an Accession Agreement and be joined as a Secured Party under the Intercreditor Agreement; provided further that no Note shall be transferred to any Disqualified Holder. Each such new Note shall be payable to such Person as such holder may request (subject to the provisos above) and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000500,000, 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 $100,000500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender The holder of any Note, as applicable, may, prior to maturity or prepayment thereof, surrender such Note at the principal executive office of the Company Borrower for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify Borrower in writing at least five (5) days in advance of such transfer or exchange. Within a reasonable time after such notice to Borrower from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, Borrower shall issue in exchange therefor another Note in denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note, duly endorsed or accompanied by Notes so transferred which shall be in a written instrument minimum denomination of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofOne Hundred Thousand Dollars ($100,000), the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense (except as provided below), one or more new Notes (all as requested by the holder thereof) holder, for the same aggregate principal amount, as of the same Series (and date of the same tranche if such Series has separate tranches) in exchange thereforissuance, in an aggregate principal amount equal to as the unpaid principal amount of the Note or Notes so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Note may request designate, and such transfer or exchange shall be substantially made in the form such a manner that no gain or loss of the Note of such Series originally issued principal or interest shall result therefrom. Borrower shall have no obligation hereunder or pursuant under any Note to any Supplementperson other than the registered holder of each such Note. Each such new Note Notwithstanding anything to the contrary contained herein, no Noteholder shall be dated and bear interest from the date permitted to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover transfer any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding Notes unless such Noteholder's transferee has agreed in writing to be bound by the terms of Notesthis Agreement and the other Subordinated Notes Documents, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or including the name of its nominee), shall be deemed to have made the representation representations and warranties set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableArticle IV hereof.

Transfer and Exchange of Notes. Upon surrender of any Note of any series to the Co-Issuers at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company Co-Issuers shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Co-Issuers’ expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of set forth in the Note of NPPA Series Supplement for such Series originally issued hereunder or pursuant to any Supplementof Notes. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Co-Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations and warranties set forth in Section 6.2, provided that such holder may (in reliance upon information provided . Each Purchaser of Notes of any Series shall automatically be bound by the Companyterms and provisions (including the rights, which shall not be unreasonably withheld) make a representation to protections, immunities and indemnities afforded the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(aTrustee) of ERISA. The Notes have not been registered under the Securities Act or under Collateral Trust Indenture as though they were an original party thereto and shall be entitled to all the securities laws of rights and benefits and subject to all the duties and obligations thereunder without any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablefurther action on their part.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the address for notices notices, payment instruction in the form set out in Schedule 13.2 hereto and an IRS Form W-9 or other appropriate IRS form of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Schedule 1(a) or pursuant to any SupplementSchedule 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, ; provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2. Notwithstanding the foregoing provisions of this Section 13.2, provided that such holder may (in reliance upon information provided the Company shall have the right to prevent any transfer otherwise permitted by the Company, which shall not be unreasonably withheld) make a representation to the effect this Section 13.2 if it reasonably determines that the purchase by such holder of any Note will not constitute transfer would result in a non-exempt prohibited transaction under ERISA or Section 406(a) 4975 of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an Code for which no exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and and, in the case of a Series E Note, shall be substantially in the form of Exhibit 1A, or, in the Note case of such a Series originally issued hereunder or pursuant to any Supplement. F Note, shall be substantially in the form of Exhibit 1B. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA6.3. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers – EP‑MN‑WS2N, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107‑2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107‑2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 15 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series and tranche, if applicable, originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, of any Series and tranche, if applicable, one Note of such Series and tranche, if applicable, may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note (or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be in substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit A attached hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000 provided that, provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. 1,000,000. (b) Any transferee, by its acceptance of a Note (or Rollover Note) registered in its name (or the name of its nominee), shall be deemed (i) to have made the representation representations set forth in Section 6.2Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows: (A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, provided such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto; (B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any other Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto; (C) such transferee confirms that it has received a copy of this Agreement, and such holder may other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby; (in D) such transferee will, independently and without reliance upon the transferor or any other Holder and based on such documents and information provided as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and (E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the Company, which shall not terms of this Agreement are required to be unreasonably withheld) make performed by it as a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableHolder.

Transfer and Exchange of Notes. Upon Subject to compliance with the terms of this Agreement, upon surrender of any Note at the principal executive office of the Company or at such other office specified in writing by the Company to each Holder of one or more Notes for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Noteor cause to be delivered, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 500,000 (and increments of $100,000 thereafter); provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.26.1 (except that the transferee shall not make such representations if such transfer occurs after the Resale Restrictions Termination Date (as defined in Exhibit 13.2)) and in Section 6.2 and deemed to have agreed to be subject to the terms hereof. Each Holder of Notes, provided that such holder may (in reliance upon information provided by its acceptance of a Note, will be deemed to have agreed to be bound by the Companyterms of this Agreement as though it were a party hereto and prior to any transfer and as a condition to each transfer, which the transferor and transferee shall not be unreasonably withheld) make a representation execute and deliver to the effect that Company a certificate in the form attached hereto as Exhibit 13.2 (including the letter attached to such exhibit) to confirm the foregoing and the compliance, if any, with the legend, if any, on the Note. To the extent any original Purchaser of the Notes transfers all or part of its obligation to purchase the additional Notes required to be purchased under this Agreement, an agreement shall be executed by such holder of any Note will not constitute Purchaser and such transferee establishing an obligation to purchase such additional Notes, in a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under form reasonably satisfactory to the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableCompany.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the address for notices notices, payment instruction in the form set out in Schedule 13.2 hereto and an IRS Form W-9 of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementSchedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, ; 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2. Notwithstanding the foregoing provisions of this Section 13.2, provided that such holder may (in reliance upon information provided the Company shall have the right to prevent any transfer otherwise permitted by the Company, which shall not be unreasonably withheld) make a representation to the effect this Section 13.2 if it reasonably determines that the purchase by such holder of any Note will not constitute transfer would result in a non-exempt prohibited transaction under ERISA or Section 406(a) 4975 of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an Code for which no exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as -39- Stericycle, Inc. Note Purchase Agreement provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require Annex A-25 payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.1 and Section 6.2. (b) Each Holder hereby agrees that it will not offer for sale or sell any of its Notes or disclose any Confidential Information to any prospective transferee of the Notes, provided other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”) for such Notes and the names of up to ten prospective purchasers. If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such holder may (time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice. The aggregate principal amount of the Notes specified in reliance upon information provided such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not be unreasonably withheld) make more than 30 days following delivery of such Purchase Notice. If a representation Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the effect Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice. In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase by the Notes within such holder 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableFirst Offer Notice.

Transfer and Exchange of Notes. Upon surrender (a) Where Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuers shall execute and the Notes Administrator shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any Note authorized denominations and of a like aggregate principal amount, at the principal executive office of the Company Registrar’s request. No service charge shall be made for any registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense Notes (except as provided belowotherwise expressly permitted herein), one or more new Notes (as requested by but the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax agency fee or governmental similar charge imposed payable in respect connection with any such registration of transfer or exchange of Notes (other than any agency fee or similar charge payable upon exchanges pursuant to Section 2.10, 3.08 or 9.05) or in accordance with an Offer to Purchase pursuant to Section 4.09 or Section 4.11, not involving a transfer. Upon presentation for exchange or transfer of any Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of Notesa Note shall be effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Notes Furthermore, the exchange or transfer of any Note shall not be transferred in denominations effective under this Indenture unless the request for such exchange or transfer is made by the Holder or by a duly authorized attorney-in-fact at the office of less than $100,000, provided that if necessary to enable the Registrar. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Registrar) be duly endorsed, or be accompanied by a holder written instrument of its entire holding transfer, in form satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. All Notes issued upon any registration of Notestransfer or exchange of Notes shall be the valid obligations of the Issuers evidencing the same indebtedness, one and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Neither the Registrar nor the Issuers shall be required (i) to issue, register the transfer of, or exchange any Note during a period beginning at the opening of 5 Business Days before the day of the delivery of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such delivery or (ii) to register the transfer of or exchange any Note so selected for redemption. (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 2.01, Section 2.06(a) and this Section 2.06(b); provided, however, that a beneficial interest in a Global Note may be transferred to Persons who take delivery thereof in a denomination of less than $100,000. Any transferee, by its acceptance the form of a beneficial interest in the same Global Note registered in its name (or accordance with the name of its nominee), shall be deemed to have made the representation transfer restrictions set forth in the restricted note legend on the Note, if any. (i) Except for transfers or exchanges made in accordance with clause (ii) of this Section 6.22.06(b), provided that transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (ii) If the holder of a beneficial interest in the Global Note at any time wishes to transfer its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Global Note, such transfer or exchange may be effected, only in accordance with this clause (in reliance upon information provided ii) and the Applicable Procedures. Upon receipt by the Company, which shall not Registrar from the Transfer Agent of (A) instructions directing the Registrar to credit or cause to be unreasonably withheldcredited an interest in the Global Note in a specified principal amount and to cause to be debited an interest in the Global Note in such specified principal amount and (B) make a representation certificate given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the effect Global Notes and stating that (x) the Person transferring such interest reasonably believes that the purchase by Person acquiring such holder interest is obtaining such interest in a transaction meeting the requirements of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the and any applicable securities laws of any state and may not be transferred of the United States or resold unless registered under (y) that the Securities Act and all applicable state securities laws or unless Person transferring such interest is relying on an exemption from the requirement registration requirements of the Securities Act and, in such circumstances, such Opinion of Counsel as the Issuers or the Notes Administrator may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Registrar shall credit or cause to be credited an interest in the Global Note in a specified principal amount and to cause to be debited an interest in the Global Note in such specified principal amount as instructed by the Transfer Agent. (iii) If the holder of a beneficial interest in any Global Note at any time wishes to exchange its interest in such Global Note for an equivalent beneficial interest in another Global Note, such registration exchange may be effected in accordance with the Applicable Procedures. The Registrar shall debit or cause to be debited an interest in a Global Note and credit or cause to be credited an equivalent interest in another Global Note, each in a specified principal amount upon receipt by the Registrar from the Transfer Agent of instructions directing such exchange from the Issuers. (c) The Trustee shall have no responsibility or liability for any actions taken or not taken by the Depositary. The Trustee and the Notes Administrator shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation, including delivery of Opinions of Counsel, as is availableexpressly required by, and to do so if and when expressly required by, the terms of this Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange of Notes. Upon surrender (a) The Paying Agent shall, so long as any of any the Notes remain outstanding, maintain records in accordance with its customary practices, including all forms of transfer for the Notes and shall keep at its Corporate Trust Office or the office of its affiliate in New York City, a register (the “Note at Register”) in such form as the Paying Agent may determine, in which, subject to such reasonable requirements as it may prescribe, it shall provide for the registration of the Notes, and keep record of the name of the holder of each such Note, the principal executive office amount, maturity date, interest rate and other terms thereof, the date of original issue and all subsequent transfers and consolidations or exchanges. As of the Company Closing Date, the Corporate Trust Office of the Paying Agent is: UMB Bank, N.A., 0000 Xxx Xxxxxx, Suite 870, Houston, Texas 77056; Attn: Xxxxxx Xxxxxx, Vice President; Office: 000-000-0000; Fax: 000-000-0000; Email: xxxxxx.xxxxxx@xxx.xxx. The Paying Agent shall, as soon as practicable, provide the Collateral Agent with a copy of the most recent Note Register upon a request therefor from the Collateral Agent. For all purposes of this Agreement and the Notes, the Collateral Agent shall be entitled to conclusively rely on the Note Register provided to it by the Paying Agent. (b) Any holder of a Note or a Purchaser (an “Assigning Party”) may assign to one or more assignees (other than a Competitor) (an “Assignee”) all or a portion of its rights and obligations under its Note and/or under this Agreement, with the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed) so long as no Event of Default under Section 12(a) or (b) exists and is continuing. In connection with any such assignment, each Assignee shall be deemed to have represented to the Issuer that it is not a Competitor and to have made to the Transaction Entities the representations set forth in Section 7. (c) Upon receipt by the Issuer of a Note submitted for registration of transfer or exchange (and in accordance with the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)Documents, the Company shall execute Issuer will execute, and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense (except as provided below)Paying Agent will authenticate, one or more new Notes (as requested by the holder thereof) of the same Series (like tenor and of the same tranche if such Series has separate tranches) in exchange therefor, terms in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request presented for transfer or exchange in accordance with the transfer or exchange instructions accompanying same and shall be substantially in accordance with the Note Documents and, if applicable, upon the execution of the then standard form of the Note Paying Agent’s agreement for certificated securities. The Paying Agent shall date its signature on the date it signs such Notes. No service charge (other than any cost of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note delivery) shall be dated and bear interest from imposed by the date to which interest shall have been paid on Paying Agent for any exchange or registration of transfer of a Note but the surrendered Note Issuer VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Paying Agent may require the payment of a sum sufficient to cover any stamp or other tax or governmental charge that may be imposed in respect connection therewith or presentation of evidence that such tax or charge has been paid. Notwithstanding anything to the contrary set forth herein, neither the Company nor the Paying Agent shall be required (i) to issue, register the transfer of, or exchange Notes during the period beginning at the opening of business fifteen days immediately preceding the sending of a notice of redemption of Notes and ending at the close of business on the day such notice is sent, (ii) to register the transfer of or exchange Notes selected, called or being called for redemption or prepayment or subject to repurchase pursuant to an Offer to Purchase or the portion being redeemed, prepaid or repurchased of any such Notes of (iii)register the transfer or exchange of NotesNotes on or after the fifteenth day preceding the Maturity Date. (d) Notwithstanding anything in this Agreement to the contrary, unless Notes are issued in definitive form under Section 14.4, beneficial ownership of the Notes will only be shown on, and transfers thereof will be effected only through, records maintained by DTC, its nominees or its participants. Notes Neither the Paying Agent nor the Issuer shall not be transferred in denominations have any responsibility or liability for any aspect of less than $100,000, provided that if necessary the records relating to enable the registration or payments made on account of transfer by a holder of its entire holding of Notes, one Note may be beneficial ownership interests in a denomination of less than $100,000. Any transfereeGlobal Note or for maintaining, by its acceptance of a Note registered in its name (supervising or the name of its nominee)reviewing any records relating to such beneficial ownership interests, and they shall be deemed to have made the representation set forth fully protected in Section 6.2, provided that acting or refraining from acting on any such holder may (in reliance upon information provided by DTC with respect thereto. (e) Neither the CompanyPaying Agent nor the Issuer shall have any obligation or duty to monitor, which shall not be unreasonably withheld) make a representation determine or inquire as to compliance with any restrictions on transfer imposed under the effect that the purchase by such holder Note Documents, including this Agreement, or under applicable law with respect to any transfer of any interest in any Note will not constitute a non-exempt prohibited transaction under Section 406(a(including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of ERISA. The Notes have not been registered under such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the Securities Act or under terms of the securities laws of any state Note Purchase Agreements, including this Agreement, and may not be transferred or resold unless registered under to examine the Securities Act and all applicable state securities laws or unless an exemption from same to determine substantial compliance as to form with the requirement for such registration is availableexpress requirements hereof.

Transfer and Exchange of Notes. Upon (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.1 and Section 6.2. ANNEX A-39 (b) Each Holder hereby agrees that it will not offer for sale or sell any of its Notes or disclose any Confidential Information to any prospective transferee of the Notes, provided other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”) for such Notes and the names of up to ten prospective purchasers. If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such holder may (time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice. The aggregate principal amount of the Notes specified in reliance upon information provided such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not be unreasonably withheld) make more than 30 days following delivery of such Purchase Notice. If a representation Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the effect Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice. In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase by the Notes within such holder 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableFirst Offer Notice.

Transfer and Exchange of Notes. Upon surrender (a) The Paying Agent shall, so long as any of any the Notes remain outstanding, maintain records in accordance with its customary practices, including all forms of transfer for the Notes and shall keep at its Corporate Trust Office or the office of its affiliate in New York City, a register (the “Note at Register”) in such form as the Paying Agent may determine, in which, subject to such reasonable requirements as it may prescribe, it shall provide for the registration of the Notes, and keep record of the name of the holder of each such Note, the principal executive office amount, maturity date, interest rate and other terms thereof, the date of original issue and all subsequent transfers and consolidations or exchanges. As of the Company Closing Date, the Corporate Trust Office of the Paying Agent is: UMB Bank, N.A., 0000 Xxx Xxxxxx, Suite 870, Houston, Texas 77056; Attn: Xxxxxx Xxxxxx, Vice President; Office: 000-000-0000; Email: xxxxxx.xxxxxx@xxx.xxx. The Paying Agent shall, as soon as practicable, provide the Collateral Agent with a copy of the most recent Note Register upon a request therefor from the Collateral Agent. For all purposes of this Agreement and the Notes, the Collateral Agent shall be entitled to conclusively rely on the Note Register provided to it by the Paying Agent. (b) Any holder of a Note or a Purchaser (an “Assigning Party”) may assign to one or more assignees (other than a Competitor) (an “Assignee”) all or a portion of its rights and obligations under its Note and/or under this Agreement, with the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed) so long as no Event of Default under Section 12(a) or (b) exists and is continuing. In connection with any such assignment, each Assignee shall be deemed to have represented to the Issuer that it is not a Competitor and to have made to the Transaction Entities the representations set forth in Section 7. VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, LLC (c) Upon receipt by the Issuer of a Note submitted for registration of transfer or exchange (and in accordance with the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)Documents, the Company shall execute Issuer will execute, and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense (except as provided below)Paying Agent will authenticate, one or more new Notes (as requested by the holder thereof) of the same Series (like tenor and of the same tranche if such Series has separate tranches) in exchange therefor, terms in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request presented for transfer or exchange in accordance with the transfer or exchange instructions accompanying same and shall be substantially in accordance with the Note Documents and, if applicable, upon the execution of the then standard form of the Note Paying Agent’s agreement for certificated securities. The Paying Agent shall date its signature on the date it signs such Notes. No service charge (other than any cost of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note delivery) shall be dated and bear interest from imposed by the date to which interest shall have been paid on Paying Agent for any exchange or registration of transfer of a Note but the surrendered Note Issuer or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Paying Agent may require the payment of a sum sufficient to cover any stamp or other tax or governmental charge that may be imposed in respect connection therewith or presentation of evidence that such tax or charge has been paid. Notwithstanding anything to the contrary set forth herein, neither the Company nor the Paying Agent shall be required (i) to issue, register the transfer of, or exchange Notes during the period beginning at the opening of business fifteen days immediately preceding the sending of a notice of redemption of Notes and ending at the close of business on the day such notice is sent, (ii) to register the transfer of or exchange Notes selected, called or being called for redemption or prepayment or subject to repurchase pursuant to an Offer to Purchase or the portion being redeemed, prepaid or repurchased of any such Notes of (iii)register the transfer or exchange of NotesNotes on or after the fifteenth day preceding the Maturity Date. (d) Notwithstanding anything in this Agreement to the contrary, unless Notes are issued in definitive form under Section 14.4, beneficial ownership of the Notes will only be shown on, and transfers thereof will be effected only through, records maintained by DTC, its nominees or its participants. Notes Neither the Paying Agent nor the Issuer shall not be transferred in denominations have any responsibility or liability for any aspect of less than $100,000, provided that if necessary the records relating to enable the registration or payments made on account of transfer by a holder of its entire holding of Notes, one Note may be beneficial ownership interests in a denomination of less than $100,000. Any transfereeGlobal Note or for maintaining, by its acceptance of a Note registered in its name (supervising or the name of its nominee)reviewing any records relating to such beneficial ownership interests, and they shall be deemed to have made the representation set forth fully protected in Section 6.2, provided that acting or refraining from acting on any such holder may (in reliance upon information provided by DTC with respect thereto. (e) Neither the CompanyPaying Agent nor the Issuer shall have any obligation or duty to monitor, which shall not be unreasonably withheld) make a representation determine or inquire as to compliance with any restrictions on transfer imposed under the effect that the purchase by such holder Note Documents, including this Agreement, or under applicable law with respect to any transfer of any interest in any Note will not constitute a non-exempt prohibited transaction under Section 406(a(including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of ERISA. The Notes have not been registered under such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the Securities Act or under terms of the securities laws of any state Note Purchase Agreements, including this Agreement, and may not be transferred or resold unless registered under to examine the Securities Act and all applicable state securities laws or unless an exemption from same to determine substantial compliance as to form with the requirement for such registration is availableexpress requirements hereof.

Transfer and Exchange of Notes. Each Holder agrees that so long as no Event of Default has occurred and is continuing hereunder, it will not knowingly (after reasonable investigation) sell any Notes or portions thereof to a Competitor. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if in such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of Exhibit 1 or 2, as the Note of such Series originally issued hereunder or pursuant to any Supplementcase may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, 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 $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that provided, however, that, such holder may (in reliance upon information provided by the Company, which shall transferee will not be unreasonably withhelddeemed to have chosen the options set forth in Section 6.2(b), (c) make a representation or (e) unless such transferee shall have made the disclosures referred to therein at least five Business Days prior to its acceptance of such Note and shall have received prior to such acceptance of such Note the effect that certificate provided for in the purchase by penultimate paragraph of Section 6.2 and such holder of any Note will not constitute a non-exempt prohibited transaction under certificate shall contain the statement set forth in either Section 406(a4.3(c)(1) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state (2), as applicable; and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.provided,

Transfer and Exchange of Notes. Upon surrender of any either Global Note to the Borrower, at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(c)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Global Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Global Note or part thereof), within ten Business Days thereafter, the Company Borrower shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Borrower’s expense (except as provided below), one or more a new Notes Global Note of the same Series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Global Note. Each such new Global Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of for such Series originally issued hereunder set forth in Exhibit 1.1 or pursuant Exhibit 1.2, as the case may be, provided that such transferee must be at any time prior to any Supplementthe Resale Restriction Termination Date, a Qualified Holder. Each such new Global Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Global Note or dated the date of the surrendered Global Note if no interest shall have been paid thereon. The Company Borrower may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Global Notes. Notes Neither Global Note shall not be transferred in denominations a principal amount of less than $100,000, 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 $100,000principal amount then outstanding under such Global Note. Any transferee, by its acceptance of a Global Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(4)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 15 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series and tranche, if applicable, originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of any Series and tranche, if applicable, one Note of such Series and tranche, if applicable, may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender (a) Where Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any Note authorized denominations and of a like aggregate principal amount, at the principal executive office of the Company Registrar’s request. No service charge shall be made for any registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense Notes (except as provided belowotherwise expressly permitted herein), one or more new Notes (as requested by but the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax agency fee or governmental similar charge imposed payable in respect connection with any such registration of transfer or exchange of Notes (other than any agency fee or similar charge payable upon exchanges pursuant to Section 2.10, 3.08 or 9.05) or in accordance with an Offer to Purchase pursuant to Section 4.09 or Section 4.11, not involving a transfer. Upon presentation for exchange or registration of transfer of any Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of Notesa Note shall be effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Notes Furthermore, the exchange or transfer of any Note shall not be transferred in denominations of less than $100,000, provided that if necessary to enable effective under this Indenture unless the request for such exchange or registration of transfer is made by the Holder or by a holder duly authorized attorney-in-fact at the office of its entire holding the Registrar. Every Note presented or surrendered for registration of Notestransfer or for exchange shall (if so required by the Issuers or the Registrar) be duly endorsed, one or be accompanied by a written instrument of transfer, in form satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Neither the Registrar nor the Issuers shall be required (i) to issue, register the transfer of, or exchange any Note during a period beginning at the opening of 5 Business Days before the day of the delivery of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such delivery or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 2.01, Section 2.06(a) and this Section 2.06(b); provided, however, that a beneficial interest in a Global Note may be transferred to Persons who take delivery thereof in a denomination of less than $100,000. Any transferee, by its acceptance the form of a beneficial interest in the same Global Note registered in its name (or accordance with the name of its nominee), shall be deemed to have made the representation transfer restrictions set forth in Section 6.2the restricted Note legend on the Note, provided that such holder may if any. (i) Except for transfers or exchanges made in reliance upon information provided by the Companyaccordance with any of clauses (ii), which shall not be unreasonably withheld(iii), (iv) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(aor (v) of ERISA. The Notes have this Section 2.06(b), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not been registered under in part, to nominees of the Securities Act Depositary or under to a successor of the securities laws of any state and may not be transferred Depositary or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablesuccessor’s nominee.

Transfer and Exchange of Notes. Upon (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.1 and Section 6.2. (b) Each Holder hereby agrees that it will not offer for sale or sell any of its Notes or disclose any Confidential Information to any prospective transferee of the Notes, provided other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”) for such Notes and the names of up to ten prospective purchasers. If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, Annex A-25 however, that if at such holder may (time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice. The aggregate principal amount of the Notes specified in reliance upon information provided such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not be unreasonably withheld) make more than 30 days following delivery of such Purchase Notice. If a representation Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the effect Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice. In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase by the Notes within such holder 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableFirst Offer Notice.

Transfer and Exchange of Notes. Upon surrender of any Note to the Obligor Agent at the principal executive office address of the Company and to the attention of the designated officer (all as specified in Section 18(iii)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Obligor Agent shall, and shall cause each of the other Obligors to, execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Obligors’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, therefor and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Exhibit 1(a) or pursuant to any SupplementExhibit 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Obligor Agent may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, ; 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation 6.1 and Section 6.2 with respect to the effect Notes and, in addition, shall be deemed to represent that either (a) the purchase by such holder transferee is not, and is not acting on behalf of, an employee benefit plan or plan subject to ERISA or Section 4975 of any the Code, or (b) the transfer of the Note will not constitute a non-to, and the holding of the Note by, the transferee is exempt from the prohibited transaction under provisions of ERISA and Section 406(a) 4975 of ERISAthe Code as a result of an applicable class or statutory prohibited transaction exemption. The Notes have Obligors shall not, however, be required to register any transfer of a Note if, acting in its reasonable discretion, the Obligor Agent believes such transfer is in violation of applicable law or the representations of the transferee set forth in Sections 6.1 and 6.2 are not been registered under the Securities Act or under the securities laws true and correct. - 33 - Table of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.Contents

Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and and, subject to subsection (c) of this Section 9.2, shall be in substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit A attached hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp or transfer tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000, provided that 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 $100,000. 1,000. (b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representation representations set forth in Sections 5.1 and 5.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows: (A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto; (B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any of its Subsidiaries or the performance or observance by the Company or any of its Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto; (C) such transferee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 6.27.3 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby; (D) such transferee will, provided that such holder may (in independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information provided as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the Company, which shall not terms of this Agreement are required to be unreasonably withheld) make performed by it as a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.Notes;

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on STEPAN COMPANY NOTE PURCHASE AGREEMENT the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if as such Series has separate tranches) surrendered Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Exhibit 1(a) or pursuant to any SupplementExhibit 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6 (except that it shall not be deemed to have made the representation set forth in the first sentence of Section 6.2, provided 6.3 or to have represented pursuant to Section 6.1 that such holder may (in reliance upon information provided by the Company, which shall it has acquired Notes for investment and not be unreasonably withheld) make with a representation view to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availabledistribution thereof).

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers — EP-MN-WS2N, 60 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 60 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Exhibit 1(a) or pursuant to any SupplementExhibit 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a series, one Note of such series may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender The Borrower shall keep a register in which it shall provide for the registration of the Notes and the registration of transfers of Notes. The Holder of any Note may, prior to maturity, prepayment or repurchase of such Note, surrender such Note at the principal executive office of the Company Borrower for registration of transfer or exchange. Any Holder desiring to transfer or exchange any Note (and in the case including, but not limited to, any assignment of a surrender for registration of transfer, duly endorsed Note or accompanied Notes contemplated by a written instrument of transfer duly executed by Section 11.5 hereof) shall first notify the registered holder Borrower in writing at least ten (10) Business Days in advance of such Note transfer or its attorney duly authorized exchange. Promptly, but in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 any event within ten (10) Business Days following surrender after such notice to the Borrower from the Holder Representative (on behalf of such Note, at the Company's expense (except as provided below), a Holder of one or more new Notes (as requested by the holder thereofNotes) of a Holder’s intention to make such an exchange of such Holder’s Note(s) and without expense (other than transfer taxes, if any) to such Holder, the Borrower shall issue in exchange therefor another Note or Notes in the same Series (and aggregate principal amount, as of the same tranche if date of such Series has separate tranches) in exchange thereforissuance, in an aggregate principal amount equal to as the unpaid principal amount of the Note so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Holder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without further restriction). Each such new Note shall be made payable to such Person or Persons, or assigns, as the Holder of such holder surrendered Note may request designate, and such transfer or exchange shall be substantially made in the form such a manner that no gain or loss of the principal or interest shall result therefrom. The Borrower shall have no obligation or liability under any Note of such Series originally issued hereunder or pursuant to any SupplementPerson other than the registered Holder of each such Note. Each such new Note Assignments and transfers of Notes by the Holders shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed made in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in compliance with Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available11.5 hereof.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of for such Series originally issued hereunder set forth in Exhibit 1.1(a) or pursuant to any SupplementExhibit 1.1(b), as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA6. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) new Notes of the same Series (and of as the same tranche if such Series has separate tranches) surrendered Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Notethereof. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note Notes of such the Series originally issued hereunder or pursuant to any Supplementsurrendered. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0002,000,000, 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 $100,0002,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3; provided, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(3)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided, that, without limiting the provisions of Section 8.5, Notes may not be transferred to Macquarie Group Limited or any subsidiary or Affiliate thereof (including, without limitation, any fund managed or controlled thereby or any investment scheme or similar vehicle or separate managed accounts related thereto) (other than the Company and its Subsidiaries) (each, a “Restricted Affiliate”) without the prior written consent of the Company in its sole discretion; provided, however, any holder of a Note may conclusively rely upon a representation from a proposed transferee as to whether or not such proposed transferee constitutes a Restricted Affiliate. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which . Each transferee of a Note shall not be unreasonably withheld) make a representation deliver an executed joinder to the effect that Intercreditor Agreement to the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under Company and the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableCollateral Agent.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Paying Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, 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 $100,0001,000,000, provided -------- further that any Note issued on the Closing Date in a denomination of less than ------- $1,000,000 may be transferred. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), or by acceptance of a beneficial interest therein, shall be deemed to have made the representation representations set forth in Section 6.2, provided Article 6 and to have agreed to be bound by the provisions of the Intercreditor Agreement and the other Note Documents. Any transferor of a Note or a beneficial interest therein shall notify any prospective purchaser that such holder transferor may (in reliance upon information provided by be relying on the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder exemption from Section 5 of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act provided by Rule 144A. The Paying Agent shall forward to the Company any Notes surrendered to it for transfer, exchange or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablepayment.

Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Issuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant Exhibit 1 and shall be payable to any Supplementfinancial institution as such holder may request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, 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 $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. Notwithstanding anything herein to the contrary, provided if any original Purchaser proposes to transfer a Note to any Person (other than an Affiliate of such original Purchaser) such that after giving effect to such holder may transfer the original Purchasers would own less that 50% of the aggregate principal amount of the Notes then outstanding, then, unless a Default or an Event of Default has occurred and is continuing at such time, such transfer shall require the Issuer's written consent (in reliance upon information provided by the Company, which shall such consent not to be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act withheld conditioned or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availabledelayed).

Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of NotesNotes as a condition of registering the transfer of Notes on its register. Notes shall not be transferred in denominations of less than $100,000, 500,000 provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may Article 6. (in reliance upon information provided by the Company, which shall not be unreasonably withheldb) make a representation to the effect The Purchasers understands that the purchase by such holder of any Note will Notes are not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been being registered under the Securities Act or under the securities laws of any state securities law and may not be transferred are being sold to the Purchasers in a transaction that is exempt from the registration requirements of the Securities Act. Neither the Company nor any other person or resold unless registered entity is obligated to register the Notes under the Securities Act and all applicable state or any other securities laws or unless an exemption from “Blue Sky” laws. (c) The Purchasers understand that the requirement for such registration is availableNote will bear a legend to substantially the following effect: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Administrative Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the Company assignee Holder agrees to be bound by the terms hereof that are applicable to Holders, Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below)Issuer’s expense, one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) series in exchange therefortherefore and, in the case of any Note, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each Any purported transfer of a Note or an interest therein that is prohibited hereby shall be null and void ab initio and of no force or effect whatever. In the case of a transfer of Notes, each such new Note and shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementrequest. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided provided, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee1,000,000; provided, further, that transfers by a Holder and its acceptance of a Note registered in its name (or the name of its nominee), Affiliates shall be deemed to have made the representation set forth in Section 6.2, provided that aggregated for purposes of determining whether or not such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not $1,000,000 threshold has been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablereached.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.26.2 and Section 6.3, provided provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder any transferee of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. No Notes or any Confidential Information may be transferred to any Person who is a Competitor of the Company, and the Company may refuse to register any purported transfer to a Competitor of the Company. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 within 10 Business Days following surrender of such NoteDays, at the Company's expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1A or 1B, as the Note of such Series originally issued hereunder or pursuant to any Supplementcase may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall participation be deemed to make the same representations to the Company regarding the Note or participation as you and the Other Purchasers have made the representation set forth in pursuant to Section 6.2, provided that such holder entity may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder entity of any Note or participation will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA; provided, however, that, such transferee or purchaser of a participation will not be deemed to have chosen the options set forth in Section 6.2(b), (c) or (e) unless such transferee or purchaser of a participation shall have made the disclosures referred to therein at least five Business Days prior to its acceptance of such Note or participation and shall have received prior to such acceptance of such Note or participation the certificate provided for in the penultimate paragraph of Section 6.2 and such certificate shall contain the statement set forth in either Section 4.3(g)(1) or (2), as applicable; and provided, further, that, such transferee or purchaser of a participation will not be deemed to have chosen an option set forth in Section 6.2(b), (c) or (e) unless the applicable Class Exemption referred to therein remains in effect at that time or another similar Class Exemption is then available. The Notes have Company shall exercise reasonable due diligence as is necessary to respond to any such disclosure, provided that, if the Company shall not been registered under the Securities Act or under the securities laws respond within five Business Days following receipt of any state and may not such disclosure, it shall be transferred deemed to have made the statement set forth in either Section 4.3(g)(1) or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available(2), as applicable. Section 13.3.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the Stericycle, Inc. Note Purchase Agreement same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank Trust Company, National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers — EP-MN-WS2N, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one a Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed to have make the same representations to the Company regarding the Note or participation as such Purchaser has made the representation set forth in pursuant to Section 6.2, provided that such holder entity may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder entity of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within fifteen Business Days thereafter, the Company Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Issuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request request, provided that such Person is not a Competitor and shall be substantially in the form of the Note of such Series originally issued hereunder Schedule (a) or pursuant to any Supplement1(b), respectively. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000500,000, 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 $100,000500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Borrower for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)exchange, the Company Borrower shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the CompanyBorrower's expense (except as provided below)expense, one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered NoteNote and shall provide prompt written notice of such action to the Administrative Agent. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit A hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0005,000,000, provided or to the extent that if necessary the amount (computed on the basis of the actual number of days elapsed in a 360-day year) remaining outstanding on such Note is less than $5,000,000, such lesser amount. Other than with respect to enable the registration a transfer to an Institutional Lender or to an Affiliate of an Institutional Lender, no transfer by a holder of its entire holding of Notes, one any Note may be in made prior to the Conversion Date to a denomination transferee with a net worth of less than $100,000100,000,000, without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed). Any transfereeEach Institutional Lender further agrees, and shall be deemed to have agreed by its acceptance of a Note, that (i) it will not transfer a Note registered to any transferee unless such transferee (A) has delivered to the Administrative Agent an Administrative Questionnaire, and (B) executes and delivers an Assignment and Acceptance certificate as required under Section 12.4(b) of the Master Agreement substantially in its name the form of Exhibit A to the Master Agreement (or and the name Borrower shall not issue new Notes unless and until it receives such written certification thereof) and (ii) each transfer by an Institutional Lender of its nominee), Notes shall be deemed made such that the same percentage of the aggregate Tranche B Loan Commitments of such Institutional Lender shall also be transferred to have made the representation set forth Person to whom such Note is transferred (and VICE VERSA). In addition, each Institutional Lender agrees that any Note surrendered for registration of transfer in accordance with this Section 6.2, provided that such holder may (in reliance upon information provided 3.1 must be duly endorsed or accompanied by a written instrument of transfer duly executed by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof and each Institutional Lender further agrees that it will consult with the Borrower prior to making any Note will not constitute a non-exempt prohibited transaction under Section 406(a) transfer of ERISAits Notes. The Notes Administrative Agent shall have not been registered under the Securities Act no duty to monitor or under the securities laws ensure compliance with any restriction on transfer of any state a Note and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption shall have no personal liability for registering a Note strictly in accordance with a notice received from the requirement for such registration is availableBorrower under this Section 3.1.

Transfer and Exchange of Notes. Upon surrender of any Note Security at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note Security or part thereof), the Company Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below)Issuer’s expense, one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) series in exchange therefortherefore and, in the case of any Note, in an aggregate principal amount equal to the unpaid principal amount of the surrendered NoteSecurity; provided, however, that no transfer of any Security may be made (i) to a transferee who is not an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act) and (ii) unless such transfer is made pursuant to an exemption from registration under the securities laws of the United States including, without limitation, any resale of any Security under Rule 144A of the Securities Act. Each Any purported transfer of a Security or an interest therein which is prohibited hereby shall be null and void ab initio and of no force or effect whatever. In the case of a transfer of Notes, each such new Note and shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Exhibit A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided provided, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee1,000,000; provided, further, that transfers by a Holder and its acceptance of a Note registered in its name (or the name of its nominee), Affiliates shall be deemed aggregated for purposes of determining whether or not such $1,000,000 threshold has been reached. If any Purchaser shall request that the restrictive legend on a Security be removed, such Purchaser, if requested by Issuer, will have the obligation in connection with such request, as applicable, at such Purchaser’s expense, of delivering an opinion of counsel in form and substance reasonably satisfactory to have made the representation set forth Issuer, in Section 6.2, provided that connection with such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation request to the effect that the purchase by removal of such holder restrictive legend would not be in violation of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablelaws.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company or its agent at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000500,000, 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 $100,000500,000. Any transfereeNotwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name thereof, (or the name of its nominee), shall be deemed i) to have made the representation representations set forth in Section 6.2, provided that such holder may 6 of this Agreement and (in reliance upon information provided by the Company, which shall not be unreasonably withheldii) make a representation to have agreed to the effect that the purchase by such holder confidentiality provisions set forth in Section 20 of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablethis Agreement.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A with respect to the Note of such Series originally issued hereunder or pursuant N Notes and Exhibit 1-B with respect to any Supplementthe Series O Notes. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. If a transferee is relying on clauses (c), provided (d), (e) or (g) of Section 6.2, it shall provide the written disclosure required in such clauses to the Company at least six Business Days prior to the transfer of a Note and if the Company reasonably determines, based upon an opinion of counsel it furnishes to the transferor and the transferee not less than one Business Day prior to the proposed transfer, that the transfer could reasonably be prohibited under section 406 of ERISA, such holder may (in reliance upon information provided by the Company, which transfer shall not be unreasonably withheld) make a representation to effectuated until such time, if any, as the effect transferee represents that it is relying on other clauses of Section 6.2 or the Company determines that the purchase proposed transfer would not be prohibited by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) section 406 of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(4)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such xxxxxx's attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's reasonable expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series and tranche, if applicable, originally issued hereunder or pursuant to any the applicable Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notesany Series or tranche, if applicable, one Note of such Series or tranche, if applicable, may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Parent Issuer or the Company, as applicable, at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19(iii) or 19(iv), as applicable), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Parent Issuer or the Company, as applicable, shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Parent Issuer’s or the Company's expense ’s expense, as applicable (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Exhibit 1(a), Exhibit 1(b), Exhibit 1(c) or pursuant to any SupplementExhibit 1(d), as applicable. Each such new Note shall be dated and bear interest (including, without limitation, any additional interest in the form of the Interest Rate Adjustment for any applicable Interest Rate Adjustment Period) from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000€250,000, 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 $100,000€250,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made as of the representation date of transfer the representations set forth in Section 6.26, provided including Section 6.3, provided, that in lieu of such representation in Section 6.3, such holder may (in reliance upon information provided by the Parent Issuer and the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, 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 $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided, however, that, such transferee will not be deemed to have chosen the options set forth in Section 6.2(b), (c) or (e) unless such transferee shall have made the disclosures referred to therein at least five Business Days prior to its acceptance of such Note and shall have received prior to such acceptance of such Note the certificate provided for in the penultimate paragraph of Section 6.2 and such certificate shall contain the statement set forth in either Section 4.3(c)(1) or (2), as applicable; and provided, further, that, such transferee will not be deemed to have chosen an option set forth in Section 6.2(a), (b) or (d) unless the applicable Class Exemption referred to therein remains in effect at that time or another similar Class Exemption is then available. The Company shall exercise reasonable due diligence as is necessary to respond to any such holder may (in reliance upon information disclosure, provided by that, if the Company, which Company shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder respond within five Business Days following receipt of any Note will not constitute a non-exempt prohibited transaction under such disclosure, it shall be deemed to have made the statement set forth in either Section 406(a4.3(c)(1) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available(2), as applicable.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuers shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Issuers’ expense (except as provided below), one or more new Notes of such Series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note and each bearing the same legend as appears on the surrendered Note provided, however, that the Company shall not be required to execute any new Note, or register the transfer of any Note, to a transferee who is a Competitor of any Obligor. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the such Note of for such Series originally issued hereunder as set forth in Exhibit 1.1(a), Exhibit 1.1(b), Exhibit 1.1(c) or pursuant to any SupplementExhibit 1.1(d), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000250,000, 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 $100,000250,000. Each holder that transfers Notes shall be deemed to have represented and warranted to the Issuers that such transfer has been effected in compliance with applicable securities laws. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided 6 hereof and shall have agreed to abide by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder provisions of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available20 hereof.

Transfer and Exchange of Notes. Upon Subject to Section 13.3, upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within fifteen Business Days thereafter, the Company Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Issuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request request, provided that such Person is not a Competitor and shall be substantially in the form of the Note of such Series originally issued hereunder Schedule 1(a) or pursuant to any Supplement1(b), respectively. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000500,000, 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 $100,000500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within ten Business Days thereafter the Company Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the CompanyIssuer's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementrequest. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred or registered in denominations of less than $100,000500,000 or any integral multiple of $10,000 in excess thereof, 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 $100,000500,000 or such integral multiple. Any Unless any transferee specifies to the contrary prior to the registration of such transfer, such transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in paragraph (a), (c) , (d) or (e) of Section 6.2, provided that such holder may (in reliance upon information provided by ; and no transfer under any other circumstances shall be effected unless and until the Company, which shall not be unreasonably withheld) make transferee has made a representation to the effect Issuer substantially identical to that set forth in Section 6.2(b) (in respect of which the purchase by Issuer agrees to respond within five Business Days) or provided other assurances satisfactory to the Issuer that such holder of any Note will transfer would not constitute involve a non-exempt prohibited transaction under Section (as such term is defined in section 406(a) of ERISAERISA and section 4975(c)(1)(A)-(D) of the Code). The Notes have not been registered under the Securities Act or under the securities laws of any state and may You shall not be transferred liable for any damages in connection with any such representation or resold unless registered under assurances provided to the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableIssuer by any transferee.

Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(a)(C)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, of the same series and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1 or Exhibit 2, as the Note of such Series originally issued hereunder or pursuant to any Supplementcase may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, ; 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may . (b) Any transfer of a Note made in reliance upon information provided by the Company, which violation of this Section 13.2 shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder null and void and of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state no force and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableeffect.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000500,000, 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 $100,000500,000. Any transfereetransferee of a Note shall, by its acceptance of a such Note, be deemed to have made the same representations and acknowledgments to the Company regarding the purchase of the Note registered as the original purchasers made pursuant to Section 6.2, provided, however, that such transferee will not be deemed to have chosen the options set forth in its name (or the name of its nomineeSections 6.2(b), (c) or (e) unless such transferee shall have made the disclosure referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to such acceptance of such Note the certificate provided for in the last paragraph of Section 6.2 and such certificate shall contain the statement set forth in Section 5.12(e); and provided, further, that such transferee will not be deemed to have chosen an option set forth in Sections 6.2(b), (c) or (e) unless the applicable Class Exemption referred to therein remains in effect at that time. The Company shall exercise reasonable due diligence as is necessary to respond to any such disclosure, provided that, if the Company shall not respond within ten Business Days following receipt of such disclosure, it shall be deemed to have made the representation statement set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA5.12(e). The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.c2.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within ten Business Days thereafter the Company Issuer shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the CompanyIssuer's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementrequest. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred or registered in denominations of less than $100,000500,000 or any integral multiple of $10,000 in excess thereof, 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 $100,000500,000 or such integral multiple. Any Unless any transferee specifies to the contrary prior to the registration of such transfer, such transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in paragraph (a), (c) , (d) or (e) of Section 6.2, provided that such holder may (in reliance upon information provided by ; and no transfer under any other circumstances shall be effected unless and until the Company, which shall not be unreasonably withheld) make transferee has made a representation to the effect Issuer substantially identical to that set forth in Section 6.2(b) (in respect of which the purchase by Issuer agrees to respond within five Business Days) or provided other assurances satisfactory to the Issuer that such holder of any Note will transfer would not constitute involve a non-exempt prohibited transaction under Section (as such term is defined in section 406(a) of ERISAERISA and section 4975(c)(1)(A)-(D) of the Code). The Notes have not been registered under the Securities Act or under the securities laws of any state and may Noteholders shall not be transferred liable for any damages in connection with any such representation or resold unless registered under assurances provided to the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableIssuer by any transferee.

Transfer and Exchange of Notes. Upon With the Company’s consent (other than (x) after the occurrence and during the continuance of an Event of Default, (y) in connection with the transfer of such Notes to an Affiliate of Oaktree or (z) in connection with any pledge of the Notes), which consent shall not be unreasonably withheld, conditioned or delayed (other than in the case of transfers to bona fide competitors of the Company) (provided that the Company’s consent to an assignment shall be deemed to be given if the assigning Xxxxxx has not received a written objection to such assignment within ten (10) Business Days of the Company’s receipt of such request for consent), upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided that such new Notes shall be in electronic form (in “portable document format” (“.pdf”) form or any other electronic form). Each such new Note shall be payable to such Person as such holder Holder may request (provided that, except (x) after the occurrence and during the continuance of an Event of Default, (y) in connection with the transfer of such Notes to an Affiliate of Oaktree or (z) in connection with any pledge of the Notes, the Company consents to such Person becoming a Holder, such consent not to be unreasonably withheld, conditioned or delayed (other than in the case of transfers to bona fide competitors of the Company) and shall be substantially in the form of Exhibit 1; provided that the Note Company’s consent to an assignment shall be deemed to be given if the assigning Holder has not received a written objection to such assignment within ten (10) Business Days of the Company’s receipt of such Series originally issued hereunder or pursuant to any Supplementrequest for consent. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided that that, if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation Notwithstanding anything herein to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The contrary, Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered to a Person that is not a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act and all applicable state securities laws Act) or unless an exemption from “Accredited Institutional Investor” (as defined in Rule 501 of Regulation D under the requirement for such registration is availableSecurities Act).

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof, and subject to compliance with all restrictions on transfer set forth herein and in such Note), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), promptly and, in any event, within ten (10) days of the surrender of such Note by the registered holder thereof, one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1G, Exhibit 1H or Exhibit 1I, as the Note of such Series originally issued hereunder or pursuant to any Supplementcase may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than Twenty-Five Thousand Dollars ($100,00025,000), 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 Twenty-Five Thousand Dollars ($100,00025,000). Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.1 (unless such transfer is effected pursuant to a transaction in which the representation set forth in such Section 6.2, provided that such holder may (is not required in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation order to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under comply with the securities laws of any state applicable to such transfer) and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableSection 6.3.

Transfer and Exchange of Notes. Upon surrender The Company will keep at ------------------------------ its principal office a register the ("Note Register") in which it will provide for the registration and registration of transfer of Notes, at its own expense (excluding transfer taxes). If any Note is surrendered at said office or at the principal executive office place of payment named in the Company Note for registration of transfer or exchange (and accompanied in the case of a surrender for registration of transfer, duly endorsed or accompanied transfer by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by or on behalf of the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofNote), the Company shall execute and deliver not more than 5 Business Days following surrender of such NoteCompany, at the Company's expense (except as provided below)its expense, will deliver in exchange one or more new Notes in any denominations (multiples of $1,000), as requested by the holder thereofof such Note, for the aggregate unpaid principal amount; provided, however, that any such transfer of an amount less than $5,000,000 must -------- ------- be approved by the Company. Subject to this Section 14, Notes may only be transferred to Eligible Holders, unless a transfer to a person other than an Eligible Holder is approved by the Company. Any Note or Notes issued in a transfer or exchange shall carry the same rights to interest (unpaid and to accrue) carried by the Note or Notes so transferred or exchanged so that there will not be any loss or gain of interest on the Note or Notes surrendered. Any transfer tax relating to such transaction shall be paid by the holder of such Note requesting the exchange. If at any time any Purchaser proposes to transfer any Notes pursuant to this Section 14, such Purchaser will give notice (the "Transfer Notice") to --------------- Parthenon and the Company specifying (x) the Notes proposed to be transferred (the "Offered Notes") and (y) the price (the "Offered Price") upon which such ------------- ------------- Purchaser proposes to transfer such Notes. The Transfer Notice will constitute an irrevocable offer (for the time periods set forth below) to transfer all of the same Series Offered Notes to Parthenon or its assignee at the Offered Price (and of the same tranche "Offer to Sell"), except that if such Series has separate tranches) in exchange thereforthe ------------- Offered Price designated by the Purchasers is to be wholly or partly for consideration other than cash, in then the Offer to Sell will constitute an aggregate principal amount offer to transfer the Offered Notes to Parthenon or its assignee for a cash purchase price equal to the unpaid principal amount of cash (if any) specified in the surrendered NoteTransfer Notice, plus the fair market value of such non-cash consideration. Each If the applicable Purchaser and Parthenon cannot agree on such new Note cash value within ten Business days after Parthenon's receipt of the Transfer Notice, the valuation shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated made by an Independent Financial Expert at the date of the surrendered Note if no interest Transfer Notice. Parthenon will have fifteen (15) Business Days after the later of (a) its receipt of the Transfer Notice and (b) the date on which the fair market value of any non-cash consideration which is part of the Offered Price is determined (the "Parthenon Exercise Period") during which to notify such ------------------------- Purchaser in writing of its election to purchase or to have its assignees purchase all of the Offered Notes (an "Acceptance Notice") at the Offered Price. ----------------- Upon the delivery of the Acceptance Notice, Parthenon and such Purchaser shall have been paid thereonbe firmly bound to consummate the purchase and sale of the applicable Offered Notes in accordance with the Transfer Notice and the Acceptance Notice. Subject to the provisions hereof, within 45 days after the end of the Parthenon Exercise Period, Parthenon shall purchase and such Purchaser shall sell the applicable Offered Notes at a mutually agreeable time and place (the "Offered Notes Closing"). --------------------- At the Offered Notes Closing, such Purchaser shall deliver to Parthenon or its assignee certificates representing the Offered Notes to be purchased by Parthenon or its assignee and Parthenon or its assignee shall deliver to such Purchaser the applicable purchase price for such Offered Notes by wire transfer of immediately available funds (or by such other means as requested by such Purchaser) to an account(s) designated by such Purchaser. If Parthenon or its assignee does not elect to purchase all of the Offered Notes in accordance with this Section, then such Purchaser may transfer all of the Offered Notes, at a price which is not less than the Offered Price specified in the Transfer Notice to any Eligible Holder but only to the extent that such transfer occurs within 90 (ninety) days after expiration of the Parthenon Exercise Period; provided, however, that any such transfer of an -------- ------- amount less than $5,000,000 must be approved by the Company. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect Purchasers will give prompt written notice of any such transfer to the Company and Parthenon specifying the identity of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000purchaser. Any transferee, by its acceptance Notes not transferred within such 90-day period will again be subject to the provisions of a this Section 14. The Company and any agent of the Company shall treat the Person in whose name any Note is registered in its name the Note Register as the owner of such Note for the purpose of receiving payment of the principal and premium (if any) and interest on such Note and for all other purposes whatsoever, whether or the name of its nominee), shall not such Note be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableoverdue.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive corporate trust office of the Company Company’s transfer agent, U.S. Bank National Association by mail at U.S. Bank Global Corporate Trust Services, Attention: Transfers — EP-MN-WS2N, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292 or by hand at U.S. Bank Global Corporate Trust Services, Attention: Transfers, 1st Floor, 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107-2292, or at such other addresses as may be provided in writing to the holders of the Notes, for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Exhibit 1-A or pursuant to any SupplementExhibit 1-B, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(a)(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series series (and of the same tranche if such Series series has separate multiple tranches) as requested by the holder thereof in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1 hereto or Exhibit 1 of the Note of such Series originally issued hereunder or pursuant to any appropriate Supplement, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.26.1, provided that such holder may (in reliance upon information provided by Section 6.2 and Section 23(k), and the Company, which Company shall not be unreasonably withheld) make a representation obligated to register any Note in the effect that the purchase by such holder name of any Note will transferee who cannot constitute make the representations set forth in Section 6.1, Section 6.2 and Section 23(k) or with respect to any transfer that would result in a non-exempt “prohibited transaction under transaction” within the meaning of Section 406(a) 406 of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementrequest. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000500,000, 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 $100,000500,000. Any transferee, by its acceptance of a Note registered in its name (or You agree that the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which Company shall not be unreasonably withheldrequired to register the transfer of any Note to any Person (other than your nominee) make or to any separate account maintained by you unless the Company receive from the transferee a representation to the Company (and appropriate information as to any separate accounts or other matters) to the same or similar effect with respect to the transferee as is contained in Section 6.2 or other assurances 42 38 reasonably satisfactory to the Company that the purchase by such holder of any Note will transfer does not constitute involve a non-exempt prohibited transaction under (as such term is used in Section 406(a) of ERISA5.12(e). The Notes have not been registered under the Securities Act or under the securities laws of any state and may You shall not be transferred liable for any damages in connection with any such representations or resold unless registered under assurances provided to the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableCompany by any transferee.

Transfer and Exchange of Notes. Upon (a) Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder Holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any ANNEX A-41 stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, provided that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.1 and Section 6.2. (b) Each Holder hereby agrees that it will not offer for sale or sell any of its Notes or disclose any Confidential Information to any prospective transferee of the Notes, provided other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”) for such Notes and the names of up to ten prospective purchasers. If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such holder may (time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice. The aggregate principal amount of the Notes specified in reliance upon information provided such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not be unreasonably withheld) make more than 30 days following delivery of such Purchase Notice. If a representation Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the effect Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice. In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase by the Notes within such holder 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableFirst Offer Notice.

Transfer and Exchange of Notes. Upon Subject to compliance with applicable law, upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A, Exhibit 1-B, Exhibit 1-C or Exhibit 1.2, as the Note of such Series originally issued hereunder or pursuant to any Supplementcase may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 200,000; 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 $100,000200,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.1 and Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if as such Series has separate tranches) surrendered Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided that the Company shall not be required to register any transfer (i) that was made in violation of the legend appearing on such Note or (ii) if the Company at such time has a reasonable basis for believing in good faith that the representations set forth in Section 6 of this Agreement are not true with respect to any such transferee. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A, in the Note case of such a Series originally issued hereunder A Note, or pursuant to any Supplementin the form of Exhibit 1-B, in the case of a Shelf Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax, other tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available6.

Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000200,000, 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 $100,000200,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may (6.1 and 6.2 and any purported transfer of a Note not in reliance upon information provided by the Company, which accordance with this Section 14.2 shall be null and void and shall not be unreasonably withheldgiven effect for any purpose whatsoever. (b) make a representation to the effect that the purchase by such holder Within 15 Business Days of receiving notice of any sale, transfer or assignment of any Note will not constitute by the holder thereof, the Company shall, with the Collateral Agent, enter into and cause to be registered with the Danish International Register of Shipping an amendment to the Mortgage to register the transferee of such Note as a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablecreditor thereunder.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuer shall execute and deliver not more than 5 five Business Days following surrender of such Note, at the CompanyIssuer's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the CompanyIssuer, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, therefor and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementSchedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0005,000,000, provided that 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 $100,0005,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. If a transferee is relying on clauses (c), provided (d), (e) or (g) of Section 6.2, it shall provide the written disclosure required in such clauses to the Company at least six Business Days prior to the transfer of a Note and if the Company reasonably determines, based upon an opinion of counsel it furnishes to the transferor and the transferee not less than one Business Day prior to the proposed transfer, that the transfer could reasonably be prohibited under section 406 of ERISA, such holder may (in reliance upon information provided by the Company, which transfer shall not be unreasonably withheld) make a representation to effectuated until such time, if any, as the effect transferee represents that it is relying on other clauses of Section 6.2 or the Company determines that the purchase proposed transfer would not be prohibited by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) section 406 of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to STEPAN COMPANY NOTE PURCHASE AGREEMENT the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.26.3, provided provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such any holder of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(4)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the relevant name, address and other information (including, without limitation, a facsimile number and electronic mail address) for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series and tranche, if applicable, originally issued hereunder or pursuant to any the applicable Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred (a) to (1) any Affiliate or (2) any Competitor, provided that the limitation contained in this clause (a)(2) shall not apply (i) with the consent of the Company, which shall not be unreasonably withheld or delayed or (ii) during any period when an Event of Default specified in Section 11(a), Section 11(b), Section 11(f)(1), Section 11(f)(2) or Section 11(f)(3) (if the holder of the Debt referred to therein actually accelerates such Debt or requires the repurchase of such Debt and has not rescinded such action), Section 11(g) or Section 11(h) has occurred and is continuing or a violation of Section 10.1 through Section 10.4, inclusive has occurred and is continuing and (b) in denominations of less than $100,0001,000,000, provided that the limitation contained in this clause (b) shall not apply to transfers from any holder of Notes to an Affiliate of such holder or to any Related Fund, provided further, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series or tranche, if applicable, one Note of such Series or tranche, if applicable, may be in a denomination of less than $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. 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, in the Note case of such a new Series originally issued hereunder A Note, or pursuant to any SupplementExhibit B, in the case of a new Series B Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, 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 $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. Upon registration of transfer in accordance with this Section 14.2, provided that such holder may (in reliance upon information provided by i) the Company, which transferee shall not be unreasonably withheld) make deemed a representation “holder” hereunder with respect to the effect that transferred Notes and shall become a party to this Agreement and shall have all of the purchase by such rights and obligations of a holder hereunder (except for purposes of any Note will not constitute a non-exempt prohibited transaction under the representation contained in Section 406(a6.1) of ERISA. The Notes have not been registered and under the Securities Act or other Note Purchase Documents and (ii) except as otherwise provided therein, the transferor shall relinquish its rights and be released from its obligations under the securities laws Note Purchase Documents to the extent of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableinterests so transferred.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 within 10 Business Days following surrender of such NoteDays, at the Company's expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A or 1-B, as the Note of such Series originally issued hereunder or pursuant to any Supplementcase may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided 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 $100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall participation be deemed to make the same representations to the Company regarding the Note or participation as you and the Other Purchasers have made the representation set forth in pursuant to Section 6.2, provided PROVIDED that such holder entity may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder entity of any Note or participation will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA; PROVIDED, HOWEVER, that, such transferee or purchaser of a participation will not be deemed to have chosen the options set forth in Section 6.2(b), (c) or (e) unless such transferee or purchaser of a participation shall have made the disclosures referred to therein at least five Business Days prior to its acceptance of such Note or participation and shall have received prior to such acceptance of such Note or participation the certificate provided for in the penultimate paragraph of Section 6.2 and such certificate shall contain the statement set forth in either Section 4.3(g)(1) or (2), as applicable; and PROVIDED, FURTHER, that, such transferee or purchaser of a participation will not be deemed to have chosen an option set forth in Section 6.2(b), (c) or (e) unless the applicable Class Exemption referred to therein remains in effect at that time or another similar Class Exemption is then available. The Notes have Company shall exercise reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED that, if the Company shall not been registered under the Securities Act or under the securities laws respond within five Business Days following receipt of any state and may not such disclosure, it shall be transferred deemed to have made the statement set forth in either Section 4.3(g)(1) or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available(2), as applicable.

Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and and, subject to subsection (c) of this Section 10.2, shall be in substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit A attached hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000, provided that 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 $100,000. 1,000. (b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representation representations set forth in Section 6.2Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows: (A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, provided such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto; (B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any of its Subsidiaries or the performance or observance by the Company or any of its Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto; (C) such transferee confirms that it has received a copy of this Agreement and such holder may other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby; (in D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information provided as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and (E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the Company, which shall not terms of this Agreement are required to be unreasonably withheld) make performed by it as a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableNotes.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 19(a)(iv)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series series (and of the same tranche if such Series series has separate multiple tranches) as requested by the holder thereof in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1(a), Exhibit 1(b) or Exhibit 1(c) hereto or Exhibit 1 of the Note of such Series originally issued hereunder or pursuant to any appropriate Supplement, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2Sections 6.1(a), provided that such holder may (in reliance upon information provided by 6.2 and 6.3, and the Company, which Company shall not be unreasonably withheld) make a representation obligated to register any Note in the effect that the purchase by such holder name of any Note will transferee who cannot constitute make the representations set forth in Sections 6.1(a), 6.2 and 6.3 or with respect to any transfer that would result in a non-exempt “prohibited transaction under transaction” within the meaning of Section 406(a) 406 of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18(3)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed transfer or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the relevant name, address and other information (including, without limitation, a facsimile number and electronic mail address) for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred (a) to (1) any Affiliate or (2) any Competitor, provided that the limitation contained in this clause (a)(2) shall not apply (i) with the consent of the Company, which shall not be unreasonably withheld or delayed or (ii) during any period when an Event of Default specified in Section 11(a), Section 11(b), Section 11(f)(1), Section 11(f)(2) or Section 11(f)(3) (if the holder of the Debt referred to therein actually accelerates such Debt or requires the repurchase of such Debt and has not rescinded such action), Section 11(g) or Section 11(h) has occurred and is continuing or a violation of Section 10.1 through Section 10.4, inclusive has occurred and is continuing and (b) in denominations of less than $100,0001,000,000, provided that the limitation contained in this clause (b) shall not apply to transfers from any holder of Notes to an Affiliate of such holder or to any Related Fund, provided further, 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 $100,0001,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of (i) Exhibit 1-A, in the case of a Series A Note, (ii) Exhibit 1-B, in the case of a Series B Note, (iii) Exhibit 1-C, in the case of a Series C Note, (iv) Exhibit 1-D, in the case of a Series D Note, (v) Exhibit 1-E, in the case of a Series E Note and (vi) Exhibit 1-F, in the case of such Series originally issued hereunder or pursuant to any Supplementa Shelf Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0002,000,000, 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 $100,0002,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. (w) Schedule B of the Agreement is hereby amended by adding the following new defined terms thereto, provided that such holder may (in reliance upon information provided by at the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.appropriate alphabetical positions therein:

Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 18) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if as such Series has separate tranches) surrendered Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1-A in the case of a Series A Note, substantially in the form of Exhibit 1-B in the case of a Series B Note, substantially in the form of Exhibit 1-C in the case of a Series C Note, substantially in the form of Exhibit 1-D in the case of a Shelf Note and substantially in the form of such Exhibit 1-E in the case of a Series originally issued hereunder or pursuant to any SupplementD Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Notes may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and the Company is not required to register the Notes. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000100,000 (or €100,000 in the case of Notes denominated in Euros, or £100,000 in the case of Notes denominated in British Pounds), 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 $100,000, €100,000 or £100,000, as applicable. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.”

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Obligors shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Obligors' expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Obligors may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,0001,000,000, 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 $100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed to make the same representations to the Obligors regarding the Note or participation as you and the Other Purchasers have made the representation set forth in pursuant to Section 6.2, provided that such holder entity may (in reliance upon information provided by the CompanyObligors, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder entity of any Note will not constitute a non-exempt prohibited transaction under Section section 406(a) of ERISA. The Notes have not been registered In the event of any transfer or exchange of any Note, the Company shall give written notice of such transfer or exchange to the Collateral Agent within five (5) Business Days of any such event, as defined under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablePledge Agreement.

Transfer and Exchange of Notes. 1. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and and, subject to subsection (1) of this Section X(B), shall be in substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit A attached hereto. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,00050,000, provided that 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 $100,00050,000. 2. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (a) to have made the representation representations set forth in Sections V(A), V(B) and V(C) and (b) to confirm to and agree with the trans-feror and the other parties hereto as follows: (1) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Lien or security interest created or purported to be created under or in connection with this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto; and (2) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any other Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto; (3) such transferee confirms that it has received a copy of this Agreement, together with copies of the SEC Reports and financial statements referred to in Section 6.2VII(A) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby; (4) such transferee will, provided that such holder may (in independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information provided as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and (5) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the Company, which shall not terms of this Agreement are required to be unreasonably withheld) make performed by it as a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableNotes.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company Issuers shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Issuers' expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any SupplementExhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000100,000 and there shall be no more than twenty-five holders of Notes at any time, provided that any group of two or more holders whose investments in the Notes are managed by the same Person shall be deemed to be one holder of Notes solely for purposes of determining whether such limitation on the number of holders has been exceeded, provided further 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 $100,000. Any transfereeSubject to the provisions of this Section 13.2, by its acceptance any Purchaser may transfer or exchange any Note if, in the case of a Note registered transfer, the representations set forth in its name Section 6.1 (or the name of its nominee), except that a transferee shall not be deemed to have made the representation set forth that its purchase of such Notes is not with a view to distribution thereof) and Section 6.2 are true and correct, with the word "Purchaser" used in such section referring to the transferee. The Company shall not be obligated to register a transfer of Notes pursuant to this Section 6.213.2 if the transferee has given notice to the Company of the names of employee benefit plans pursuant to Section 6.2(c) or Section 6.2(g) and the Company has determined that an acquisition of Notes by the insurance company pooled separate account or bank collective investment fund in which such employee benefit plans have an interest, or by the employee benefit plan disclosed pursuant to Section 6.2(g), is reasonably likely to result in a transaction prohibited by section 406 of ERISA, provided that the Company gives notice of such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation determination to the effect registered holder of such Notes and the proposed transferee within 5 Business Days after delivery to the Company of such notice setting forth the names of the relevant employee benefit plans and a brief written description of the prohibited transaction that the purchase by Company has determined is reasonably likely to result from such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availabletransfer.

Transfer and Exchange of Notes. Upon surrender of any Note to the Obligor Agent at the principal executive office address of the Company and to the attention of the designated officer (all as specified in Section 18(iii)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company Obligor Agent shall, and shall cause each of the other Obligors to, execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's Obligors’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, therefor and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Exhibit 1(a) or pursuant to any SupplementExhibit 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company Obligor Agent may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, ; 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation 6.1 and Section 6.2 with respect to the effect Notes and, in addition, shall be deemed to represent that either (a) the purchase by such holder transferee is not, and is not acting on behalf of, an employee benefit plan or plan subject to ERISA or Section 4975 of any the Code, or (b) the transfer of the Note will not constitute a non-to, and the holding of the Note by, the transferee is exempt from the prohibited transaction under provisions of ERISA and Section 406(a) 4975 of ERISAthe Code as a result of an applicable class or statutory prohibited transaction exemption. The Notes have Obligors shall not, however, be required to register any transfer of a Note if, acting in its reasonable discretion, the Obligor Agent believes such transfer is in violation of applicable law or the representations of the transferee set forth in Sections 6.1 and 6.2 are not been registered under the Securities Act or under the securities laws of any state true and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availablecorrect.

Transfer and Exchange of Notes. Upon surrender of any Note to the Company (or its Registrar if applicable) at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 13.4 or Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such xxxxxx’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company (or its Registrar if applicable) shall execute and deliver not more than 5 Business Days following surrender of such Notedeliver, at the Company's ’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder Schedule 1(a) or pursuant to any SupplementSchedule 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the initial interest accrual date identified on such surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder 6. The transferee of any Note will not constitute a non-exempt prohibited transaction under in accordance with this Section 406(a) 13.2 shall have all rights, benefits and obligations of ERISA. The Notes have not been registered the holders of such Note under the Securities Act or Note Documents as if such holder were an original signatory hereto without any further action being required under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is availableNote Documents.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)) of the same Series, the Company shall execute and deliver not more than 5 Business Days following surrender of such Note, at the Company's ’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplementhereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, 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 $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.