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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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. 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. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

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 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, 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 Exhibit 1the 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, 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 contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company 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 required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. (a) Subject to clause (b) below, any registered 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. (b) Any such assignment or transfer shall be subject to the following conditions: (i) the Assigning Party shall deliver to the Company a written instrument of transfer duly executed by the Assigning Party or such Assigning Party’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; (ii) if no Default or Event of Default has occurred and is continuing, the Company has consented to such assignment (which consent shall not be unreasonably withheld); (iii) the Assignee shall have made the representations set forth in Section 6 to the Company; (iv) an exemption from registration of the Notes under the Securities Act is available; and (v) if requested by the Company, the Assigning Party shall have delivered to the Company such legal opinions, certifications or other evidence to determine that such assignment or transfer is being made in compliance with the Securities Act and applicable state securities laws, in each case at the sole expense of the Assigning Party. (c) Upon satisfaction of the conditions set forth in clause (b) above and 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 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, at the Company’s expense (except as provided below), one or more new Notes 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 Exhibit 1Schedule 1(a) or Schedule 1(b), as applicable, or attached to the applicable Supplement with respect to any Additional 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 of a tranche, one Note of such tranche may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE 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(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 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, 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 Exhibit 1the 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 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under Section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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. 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 the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

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 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, at the Company’s expense (except as provided below), one or more new Notes of the same series (and of the same tranche if such series has multiple tranches) as requested by the holder thereof) 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 11 hereto or Exhibit 1 of the 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above6.1, prior to any transfer or exchange of any NoteSection 6.2 and Section 23(k), and the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required obligated to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a any Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made any transferee who cannot make the representations set forth in Section 6.6.1, Section 6.2 and Section 23(k) or with respect to any transfer that would result in a “prohibited transaction” within the meaning of Section 406 of ERISA. Waste Connections, Inc. Note Purchase Agreement

Transfer and Exchange of Notes. (a) Subject to clause (b) below, any registered 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. (b) Any such assignment or transfer shall be subject to the following conditions: (i) the Assigning Party shall deliver to the Company a written instrument of transfer duly executed by the Assigning Party or such Assigning Party’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; (ii) the Assignee shall have made the representations set forth in Section 6.2 to the Company; and (iii) an exemption from registration of the Notes under the Securities Act is available. (c) Upon satisfaction of the conditions set forth in clause (b) above and 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 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, at the Company’s expense (except as provided below), one or more new Notes 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 Exhibit 1Schedule 1 or attached to the applicable Supplement with respect to any Additional 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 if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a tranche, one Note of such tranche may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Upon The Issuer shall keep a register which shall provide for the registration of the Notes and the registration of transfers of the Notes (the “Register”). The principal amount of and stated rate of interest on the Notes, the names, addresses and commitments of the Purchasers holding the Notes, the transfer of the Notes, and the names and addresses of the transferees of the Notes shall be registered in the Register. The Notes may not be transferred or exchanged unless (i) such transfer or exchange is recorded in the Register, (ii) the Issuer has consented to such transfer or exchange (such consent not to be unreasonably withheld, delayed or conditioned, and provided that no such consent shall be required during the occurrence and continuance of an Event of Default unless such transfer is to a Competitor), (iii) after giving effect to such proposed transfer or exchange, the total number of Persons (other than the Issuer or any of its Affiliates) holding Notes shall not exceed three (3) (treating all affiliated holders as a single entity for this purpose) and (iv) the prospective transferee thereof shall have agreed to assume such Purchaser’s rights and obligations hereunder by executing an Assignment and Acceptance in substantially the form of Exhibit H. A Purchaser holding a Note may, prior to maturity or prepayment thereof, surrender of any such Note at the principal executive office of the Company Issuer for registration of transfer or exchange. A Purchaser desiring to transfer or exchange a Note or portion thereof shall first notify the Issuer in writing at least three (3) days in advance of such transfer or exchange. Within a reasonable time after such notice to the Issuer from a Purchaser of its intention to make such transfer or exchange and without expense (other than transfer taxes, if any) to a Purchaser, the Issuer shall, if consenting to such transfer or exchange pursuant to the terms hereof: (a) acknowledge such transfer or exchange by executing an Assignment and Acceptance; (b) record such transfer or exchange in the Register, effective as of the date of such Assignment and Acceptance; and (c) issue in exchange therefor another Note or Notes, in denominations of at least $10,000,000 and in multiples of $1,000,000 in excess of such minimum denomination (except in the case of a surrender Note for registration the aggregate amount or the balance of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (so transferred) all as requested by the holder thereof) in exchange thereforPurchaser, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered, and 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 Note(provided, that no minimum shall apply to a liquidating distribution of Notes to investors in a Purchaser 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 Purchaser holding such holder may request and shall be substantially in the form of Exhibit 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 Notes may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any designate, and such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange shall be made in such a manner that no gain or loss of any Note, the Company principal or interest shall result therefrom. The Issuer shall have received no obligation hereunder or under any Note to any Person other than the delivery Purchaser that is the registered holder of an opinion of counsel satisfactory to the Company covering each such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Note.

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 such holder’s 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, 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 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 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 Notes shall not be transferred in denominations of less than $1,000,000, provided, that if necessary to enable the registration of transfer by a sum sufficient to cover any stamp tax or governmental charge imposed in respect Holder of any such transfer its entire holding of Notes, one Note may be in a denomination of less than $1,000,000; 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 If any Holder shall request that the transferee’s acceptance of restrictive legend on a Note registered be removed, such Holder, if requested by Company, will have the obligation in the transfereeconnection with such request, as applicable, at such Holder’s name (or the name expense, of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of delivering an opinion of counsel in form and substance reasonably satisfactory to Company, in connection with such request to the Company covering such matters as the Company may reasonably request, including effect that the Company will removal of such restrictive legend would not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name violation of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Securities Act or any applicable state securities laws.

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 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, 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 Exhibit 1the 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, 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 contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company 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 required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender of any Note to any Obligor 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 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 Obligors shall execute and deliver, 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 Exhibit 1the 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 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 $500,000, 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 $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the Obligors, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not be required to register 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 the holders of the Notes as a result thereof. Any transferee, by agree that such Notes may not be transferred or resold unless registered under the transferee’s acceptance of a Note registered in Securities Act and all applicable state securities laws or unless an exemption from the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement 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 accompanied by a written instrument of transfer duly executed by the registered holder of such Note Noteholder or such holder’s his 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, at the Company’s expense (except as provided below)its expense, one or more new Notes (as requested by the holder registered Noteholder 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 or issued to such Person as such holder may Noteholder shall request and shall be substantially in the form of 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 Notes shall not be transferred in denominations of less than $100,000 unless necessary to enable the registration of transfer by a sum sufficient Noteholder of all of its Notes. Transfers hereunder shall be made by the Issuer to cover the extent permitted by applicable law. If any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance all or a portion of a Note registered is not made pursuant to an effective registration statement under the Securities Act, (i) the Noteholder thereof will, if reasonably requested by the Issuer, deliver to the Issuer an opinion of counsel, which may be counsel to the Noteholder but which must be reasonably satisfactory to the Issuer, reasonably satisfactory in form, scope and substance to the transferee’s name Issuer, that the Note (or portion thereof) may be sold without registration under the name of Securities Act; (ii) the transferee’s nomineeproposed transferee shall make an investment covenant reasonably satisfactory to the Issuer (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act), ; and (iii) the proposed transferee shall be deemed agree that the Note issued to have made such transferee shall bear the representations legend set forth in Section 61.8 of this Agreement. Notwithstanding anything the foregoing provisions of this Section 8.2, the restrictions upon the transferability of any Note and the requirement to include the contrary above, prior first two paragraphs of the legend set forth in Section 1.8 of this Agreement shall terminate as to any transfer such Note (i) when and so long as such Note shall have been effectively registered under the Securities Act and disposed of pursuant thereto or exchange (ii) when the Issuer shall have received an opinion of counsel reasonably satisfactory to it that such restrictive legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 8.2 shall terminate as to any Note, the Company Noteholder thereof shall have received be entitled to receive from the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as Issuer a result thereof. Any transferee, by the transferee’s acceptance of new Note bearing a Note registered in the transferee’s name (or the name legend consisting only of the transferee’s nominee), shall be deemed to have made final paragraph of the representations legend set forth in Section 61.8 of this Agreement.

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 such holder’s attorney duly authorized in writing and Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement 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, at the Company’s expense (except as provided below), one or more new Notes (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. 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. Any transfereeNotes shall not be transferred in denominations of less than $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 $250,000. Notwithstanding 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 the transferee’s its acceptance of a Note registered in the transferee’s name thereof, (or the name of the transferee’s nominee), shall be deemed i) to have made the representations set forth in Section 6. Notwithstanding anything 6 of this Agreement and (ii) to have agreed to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations confidentiality provisions set forth in Section 620 of this Agreement.

Transfer and Exchange of Notes. Upon Except as provided in the Deed of Appointment and Priority or in Section 7.2 hereof, the rights of each holder of Notes under this Agreement and the Notes may not be assigned or transferred without the consent of the holders of the Senior Indebtedness, such consent not to be unreasonably withheld. Except as provided in the Deed of Appointment and Priority, the rights of each holder of Notes under this Agreement and the Notes may not be assigned or transferred without the prior written consent of the Company. Subject to compliance with applicable law, obtaining the requisite consents and to the execution of deeds of accession acceptable to the holders of the Senior Indebtedness and the Company, 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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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. 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. Each Note may be transferred only in whole, and not in part. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters Schedule B as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), date of transfer and shall be deemed to have made agreed to, and shall be subject to, all terms and provisions of this Agreement and the representations set forth in Section 6Notes.

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 Holder of such Note or such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the holder 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 Holder may request and shall be substantially in the form of Exhibit 1request. 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. Any transfereeNotes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a Holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, You agree that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered in same or similar effect with respect to the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth transferee as is contained in Section 66.2. You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee.

Transfer and Exchange of Notes. Upon surrender of any Subordinated Note to (i) Company at the principal executive office address and to the attention of the Company designated officer (all as specified in this Agreement) or (ii) Registrar at the address provided to holders, 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 Subordinated Note or 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 Subordinated Note or part thereof), the Company within ten (10) Business Days thereafter, Registrar shall execute and deliver, at the Company’s expense (except as provided below), deliver one or more new Subordinated Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Subordinated Note. Each such new Subordinated Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the initial Subordinated Notes delivered hereunder. Each such new Subordinated Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Subordinated Note or dated the date of the surrendered Subordinated Note if no interest shall have been paid thereon. The Company Registrar may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Subordinated Notes. Subordinated Notes shall be transferred only in authorized denominations and in a minimum amount of $1,000 and multiples of $1,000 in excess thereof. Any transferee, by the transferee’s its acceptance of a Subordinated Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.5 hereof.

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 such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (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. 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 and may request that such transferee, at the Company's reasonable cost and expense, provide the Company with an opinion of counsel reasonably acceptable to the Company and in a form and substance reasonably acceptable to the Company and its counsel to the effect that such transfer is not subject to registration under applicable Securities Laws. Notes shall not be transferred in denominations of less than US $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 US $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have agreed to become bound by the provisions of the Loan Documents applicable to Purchasers and holders and to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 67.

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 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, 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 Exhibit 1the 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 $500,000, 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 $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Sections 6.1 and 6.3, provided, that in lieu of Section 6. Notwithstanding anything 6.3 such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company 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 required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement 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 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, 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 Exhibit 1the 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 $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, 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 contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company 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 required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement 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 subparagraph (iii) of 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 such holderhoxxxx’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, at the Company’s expense (except as provided below), one or more new Notes (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 Tranche A Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit Schedule 1. -A and each such new Tranche B Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1-B. 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 66.2. Notwithstanding anything If the transfer of the Note is not being made pursuant to either an effective registration statement under the contrary above, prior to any transfer Securities Act or exchange of any Note, the Company shall have received the delivery of an opinion of counsel counsel, reasonably satisfactory in form and substance to the Company, that the Note may be sold and transferred without registration under the Securities Act, the transferring holder of the Note will, if reasonably requested by the Company, deliver to the Company covering such matters as the Company may reasonably requesta writing, including that the Company will not be required to register the Notes as a result thereof. Any transferee, signed by the transferee’s acceptance of a Note registered in the transferee’s name , that (or the name of the transferee’s nominee), shall be deemed to have made a) makes the representations set forth in Section 6; and (b) includes a confirmation by such transferee that it is bound by the provisions of this Agreement and the Note.

Transfer and Exchange of Notes. Upon surrender The Company shall keep a register which shall provide for the registration of the Notes and the registration of transfers of Notes (the "Note Register"). The principal amount of and stated rate of interest on the Notes, the names and addresses of the Purchasers holding the Notes, the transfer of the Notes, and the names and addresses of the transferees of the Notes shall be registered in the Note Register. No Note may be transferred unless such transfer is recorded in the Note Register. The Purchaser holding any Note or Notes may, prior to maturity or prepayment thereof, surrender such Note or Notes at the principal executive office of the Company for registration of transfer or exchange. Any Purchaser desiring to transfer or exchange (and any Note shall first notify the Company 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 writing at least three Business Days in advance of such Note transfer or exchange. Within a reasonable time after such holder’s attorney duly authorized in writing notice to the Company from a Purchaser of its intention to make such transfer or exchange and accompanied by the address for notices of each transferee of without expense (other than transfer taxes, if any) to such Note or part thereof)Purchaser, the Company shall execute and deliver, at the Company’s expense shall: (except as provided below), one or more new Notes (as i) if requested by such Purchaser, acknowledge such transfer or exchange by executing an Assignment and Acceptance in substantially the holder thereofform of Exhibit A hereto; (ii) record such transfer or exchange in the Note Register, effective as of the date of such Assignment and Acceptance if so requested or otherwise as of the date of such transfer or exchange; and (iii) issue in exchange therefor, in an therefor another Note or Notes for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the surrendered NoteNote or Notes so surrendered, and 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. Each such new Note shall be made payable to such Person or Persons, or assigns, as the Purchaser holding such holder may request and shall be substantially in the form of Exhibit 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 Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of the surrendered Note if no principal or interest shall have been paid thereonresult therefrom. The Company may require payment of a sum sufficient to cover shall have no obligation hereunder or under any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange Person other than the Purchaser that is the registered holder of any each such Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. (a) Subject to Section 13.1 and clause (b) below, any registered holder of a Note or a Purchaser (an “Assigning Party”) may assign to one or more assignees (other than, so long as no Default or Event of Default shall have occurred and be continuing, a Competitor) (an “Assignee”) all or a portion of its rights and obligations under its Note and/or under this Agreement. (b) Any such assignment or transfer shall be subject to the following conditions: (i) the Assigning Party shall deliver to the Company a written instrument of transfer duly executed by the Assigning Party or such Assigning Party’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; (ii) the Assignee shall have made the representations set forth in Section 6.2 to the Company; and (iii) an exemption from registration of the Notes under the Securities Act is available. (c) Upon satisfaction of the conditions set forth in clause (b) above and recordation on the register under Section 13.1 and 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 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, at the Company’s expense (except as provided below), one or more new Notes 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 Exhibit Schedule 1, or attached to the applicable Supplement with respect to any Additional 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 NotesNotes and shall not be required to execute and deliver such Notes unless and until the holder otherwise entitled to such Notes has paid to the Company the amount of any such tax or expense or has established, to the satisfaction of the Company, that such tax or expense has been paid or is not payable. 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 a tranche, one Note of such tranche may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

Transfer and Exchange of Notes. Administrative Agent agrees with Lessor that Administrative Agent shall keep a register (herein sometimes referred to as the "Note Register") in which provisions shall be made for the registration of Notes and the registration of transfers of Notes. The Note Register shall be kept at the Corporate Trust Office of Administrative Agent, and Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at the principal executive office Corporate Trust Office, Lessor shall execute, and Administrative Agent shall authenticate and deliver, in the name of the Company designated transferee or transferees, one or more new Notes of a like aggregate principal amount and of the same series and the Notes so surrendered shall be canceled. At the option of any Lender, Notes held by such holder may be exchanged for other Notes of the same series of any authorized denominations, of like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office. Each new Note delivered upon transfer or exchange shall be in a principal amount of at least $500,000 (or such lesser amount as shall equal the entire outstanding principal amount of all Notes held by any Lender) and dated the date of the surrendered Note. Whenever any Notes are so surrendered for exchange, Lessor shall execute, and Administrative Agent shall authenticate and deliver, the Notes which the Lender making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of Lessor evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (and in the case of a surrender for registration of transferif so required by Administrative Agent) be duly endorsed, duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to Administrative Agent duly executed by the registered holder of such Note thereof or such holder’s his attorney duly authorized in writing and accompanied by writing. Administrative Agent shall make a notation on each new Note of the address for notices amount of each transferee all payments of such principal previously made on the old Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal with respect to the unpaid principal amount of the surrendered Note. Each which such new Note shall be payable to such Person as such holder may request is issued and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered such old Note or dated the date of the surrendered Note if no interest Notes has been paid. Lessor 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. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the exchange any surrendered Notes as a result thereof. Any transferee, by above provided during the transferee’s acceptance three calendar day period preceding the due date of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6any payment on such Note.

Transfer and Exchange of Notes. Upon surrender (a) Subject to Section 2.10(b), the holder of any Note or Notes may, prior to maturity or prepayment thereof, surrender such Note or Notes at the principal executive office of the Company for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify the Company in writing at least five (and 5) days in advance of such transfer or exchange. Within a reasonable time after such notice to the case of Company from a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of its intention to make such Note or exchange and without expense (other than transfer taxes, if any) to such holder’s 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 deliverissue in exchange therefor another Note or Notes, at the Company’s expense (except as provided below), one or more new Notes (in such denominations as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, 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. Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder may request and shall be substantially in the form of Exhibit 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 Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of principal or interest shall result therefrom. (b) Except for any transfer of a portfolio of investments by CRP and any distributions to Affiliates or affiliated funds or holders of the equity interests of CRP, including limited partners (to which this Section 2.10(b) shall not apply), no holder of Notes shall assign, pledge, mortgage, transfer or otherwise dispose of, either in whole or in part, all or any part of the Note or Notes (“Transfer”) held by such holder except in accordance with this Section 2.10(b). Prior to the Transfer of the Note or Notes held by such holder, such holder shall first offer to the Company the right to acquire such Notes in a written notice (the “Offer Notice”) which shall identify the Notes proposed to be Transferred. The Company will then have the right to offer to acquire such Notes if the Company notifies the holder in writing of its proposed terms for such Transfer, including, without limitation, price and the amount of Notes proposed to be acquired, within five (5) days of receipt of the Offer Notice. A holder shall be entitled to Transfer any Notes not purchased by the Company pursuant to this Section 2.10(b): (i) during the period ending six (6) months after the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient Offer Notice and (ii) at not less than the price and upon terms not materially less favorable to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, the holder than those offered by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nomineeCompany, but may not otherwise Transfer such Notes without renewed compliance with this Section 2.10(b), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon (a) Subject to Section 13.2(b), 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 such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (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. 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 $500,000, 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 $500,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to make the same representations to the Company regarding the Note or participation as the Purchasers have made pursuant to Section 6.2, provided that such entity may (in reliance upon information provided by the representations set forth in Section 6. Notwithstanding anything Company, which shall not be unreasonably withheld) make a representation to the contrary aboveeffect that the purchase by such entity of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. (b) Each Purchaser and each other holder of any Note acknowledges that the Notes have not been registered under the Securities Act of 1933 and that the Company has no intention or obligation to so register the Notes. Each Purchaser and each other holder agrees that it will not transfer any Note or any interest therein unless such Note is registered under the Securities Act of 1933, prior there is an applicable exemption from the requirement for such registration or such Note is not subject to such registration. The Company may refuse to register any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including attempted transfer that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name violates this subsection (or the name of the transferee’s nomineeb), shall be deemed to have made the representations set forth in Section 6.

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 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, 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 Exhibit 1the 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 of a Series, one Note of a Series may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.2, 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 contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Notwithstanding anything else herein to the contrary, any Note Purchaser, may from time to time, at its option, sell, assign, transfer, negotiate or otherwise dispose of all or a portion of one or more of its Notes (including the Note Purchaser’s interest in this Agreement and the other Note Purchase Documents) to any Eligible Assignee. In the event of any such sale, transfer or other disposition, the Note Purchaser and relevant Transferee shall execute and deliver to the Agent and the Issuer an Assignment and Acceptance Agreement evidencing such sale, assignment, transfer or other disposition and the Issuer shall thereafter promptly register the Transferee thereof as the registered holder of the transferred Notes (provided, that any such Transferee shall be deemed a registered holder of the applicable Notes and a “Transferee” hereunder in the event of the Issuer’s failure to so register any such Transferee after it has received written notice of any such transfer) and Schedule I shall be automatically amended to reflect such transfer and any new Transferee and Notes held thereby. 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 such holder’s his 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, at the CompanyIssuer’s expense (except as provided below), one or more new Notes (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. 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 (i) $400,000 at any time within five Business Days of the Closing Date, and (ii) $1,000,000 at any time thereafter, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000, provided further that Notes may be transferred in any denomination from a group of Affiliated holders to any Eligible Assignee or group of Eligible Assignees so long as (i) in respect of a transfer to a group of Eligible Assignees, such Eligible Assignees shall be Affiliates of each other, and (ii) the aggregate principal amount of Notes concurrently transferred shall be $1,000,000 or more. Any transfereeTransferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 64.02.

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 such holder’s '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, at the Company’s 's expense (except as provided below), one or more new Notes (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 1the Note originally issued hereunder. 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 $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including effect that the Company purchase by such holder will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under Section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender request by a Holder of any a Note at or Pre-Funded Warrant, and such Holder’s compliance with the principal executive office provisions of this Section 9.2, the Company shall register the transfer or exchange of the Company for Note or the Pre-Funded Warrant. Prior to such registration of transfer or exchange (and in exchange, the case of a requesting Holder shall present or surrender for registration of transfer, to the Company the Notes or Pre-Funded Warrants duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company duly executed by the registered holder of such Note Holder or such holder’s attorney by its attorney, duly authorized in writing and accompanied by writing. In addition, the address for notices requesting Holder shall provide (i) an opinion of each transferee counsel to such Holder in a form reasonably satisfactory to the Company that registration of such Note transfer or part thereof)exchange is not required under the Securities Act and (ii) any additional certifications, the Company shall execute documents, and deliverinformation, at the Company’s expense (except as provided below)applicable, one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal required pursuant to the unpaid principal amount following provisions of the surrendered Notethis Section 9.2. Each such new Note or new Pre-Funded Warrant shall be payable to such Person as such holder Holder may request and shall be substantially in the form of Exhibit 1note or form of pre-funded warrant specified for the Notes and Pre-Funded Warrants hereunder. Each such new Note or Pre-Funded Warrant shall be dated and (in the case of a Note) 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. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. The Notes and Warrants are separable, and a Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) separately from its interest in any Warrant. The transfer or exchange of any Note to any Person other than the Company may only be made in accordance with this Section 8.3 and the Note. The Company may refuse to register any requested transfer or exchange that does not comply with the preceding sentence. The Person requesting the transfer or exchange must deliver or cause to be delivered to the Company a duly completed Transfer Notice, in substantially the form attached to the Note, and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States. No such certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note is (i) eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) any other reasonable certifications and evidence in order to support such certificate; or (ii) sold pursuant to an effective registration statement. Any Note delivered in reliance upon this paragraph will not bear the Restricted Legend. 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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder 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 Holder may request and shall be substantially in the form of Exhibit 1request. 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 Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a sum sufficient to cover any stamp tax or governmental charge imposed in respect Holder of any such transfer its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 62.2.

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, in accordance with applicable law. 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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, 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 made in such a manner that no gain or loss of principal or interest shall result therefrom. Borrower shall have no obligation hereunder or under any Note to any person other than the registered holder of each such Note. Notwithstanding anything to the contrary contained herein, no Noteholder shall be 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 the other Subordinated Notes Documents, including the representations and warranties set forth in Article IV hereof, by executing a joinder substantially in the form of Exhibit 1A attached hereto. Each such new Note transferee under this Section 2.9 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 deliver a sum sufficient to cover any stamp tax or governmental charge imposed Form W-8/W-9 in respect of itself and, if the transferee is a non-U.S. person that is a partnership for U.S. federal income tax purposes, a Form W-8/W-9 from each of its partners to the Borrower; provided, however, that if any transferee for any reason fails or is unable to deliver a Form W-8/W-9 in respect of itself or its partners, such transferee may nonetheless receive a transfer of NotesNotes but shall be subject to withholding to the extent required by law. Any transfereeAbsent the continuance of a Default or an Event of Default at the time of any transfer hereunder, any out of pocket costs incurred by the transferee’s acceptance of a Note registered Borrower in the transferee’s name (or the name of the transferee’s nominee)connection with such transfer, shall be deemed to have made for the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name account of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6transferor.

Transfer and Exchange of Notes. Upon surrender (a) Subject to clause (b) below, any registered holder of any a Note at 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. (b) Any such assignment or transfer shall be subject to the principal executive office of following conditions: (i) the Assigning Party shall deliver to 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 Assigning Party or such holderAssigning Party’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; (ii) the Assignee shall have made the representations set forth in Section 6 to the Company; (iii) an exemption from registration of the Notes under the Securities Act is available; and (iv) if requested by the Company, the Assigning Party shall have delivered to the Company such certifications or other evidence to determine that such assignment or transfer is being made in compliance with the Securities Act and applicable state securities laws, in each case at the sole expense of the Assigning Party. (c) Upon satisfaction of the conditions set forth in clause (b) above and surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (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 Schedule 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 other similar 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 of each such holder may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary aboveany other provision hereof, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering if such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name connection with such giving of the transferee’s nominee), shall be deemed to have made the representations representation set forth in Section 66.2, makes disclosure under Section 6.2(b) or (e), then no transfer of Notes shall be effective without the consent of the Company, which consent, as to these matters, shall not be withheld if the Company reasonably determines that it is able to conclude that the transfer of the Notes to the transferee would not constitute a transaction that is subject to the prohibitions of Section 406(a) of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.

Transfer and Exchange of Notes. Upon surrender (a) Subject to clause (b) below, any registered holder of any a Note at 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. (b) Any such assignment or transfer shall be subject to the principal executive office of following conditions: (i) the Assigning Party shall deliver to 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 Assigning Party or such holderAssigning Party’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; (ii) the Assignee shall have made the representations set forth in Section 6 to the Company; (iii) an exemption from registration of the Notes under the Securities Act is available; and (iv) if requested by the Company, the Assigning Party shall have delivered to the Company such certifications or other evidence to determine that such assignment or transfer is being made in compliance with the Securities Act and applicable state securities laws, in each case at the sole expense of the Assigning Party. (c) Upon satisfaction of the conditions set forth in clause (b) above and surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same tranche (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 1Schedule 1(a) or Schedule 1(b) or attached to the relevant 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 other similar 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 of each such holder may be in a denomination of less than $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 66.2. Notwithstanding anything to the contrary aboveany other provision hereof, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering if such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name connection with such giving of the transferee’s nominee), shall be deemed to have made the representations representation set forth in Section 66.2, makes disclosure under Section 6.2(b) or (e), then no transfer of Notes shall be effective without the consent of the Company, which consent, as to these matters, shall not be withheld if the Company reasonably determines that it is able to conclude that the transfer of the Notes to the transferee would not constitute a transaction that is subject to the prohibitions of Section 406(a) of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.

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 such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (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. 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 the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering regarding the Note or participation as such matters as Noteholder has made pursuant to Section 6.2, provided that such entity may (in reliance upon information provided by the Company may reasonably requestCompany, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereofnon-exempt prohibited transaction under Section 406(a) of ERISA. Any transferee, by the transferee’s acceptance of a Stepan Company Amended and Restated Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.Agreement

Transfer and Exchange of Notes. Upon surrender The Company shall keep a register which shall provide for the registration of the Notes and the registration of transfers of Notes (the “Note Register”). The principal amount of and stated rate of interest on the Notes, the names and addresses of the Noteholders holding the Notes, the transfer of the Notes, and the names and addresses of the transferees of the Notes shall be registered in the Note Register. Any Noteholder may transfer its Notes subject to compliance with this Section 6.5. No Note may be transferred unless such transfer is recorded in the Note Register, and the transferee thereof has assumed such Noteholder’s rights and obligations hereunder by executing an Assignment and Acceptance in substantially the form of Exhibit B. Each such transfer shall be in a minimum amount of and integral multiples of $250,000 (except in the case of a Note for the aggregate amount or the balance of the Note or Notes so transferred). The Noteholder holding any Note or Notes may, prior to maturity or prepayment thereof, surrender such Note or Notes at the principal executive office of the Company for registration of transfer or exchange. Any Noteholder desiring to transfer or exchange any Note shall first notify the Company in writing at least one Business Day in advance of such transfer or exchange. Within three (3) Business days after such notice to the Company from a Noteholder of its intention to make such transfer or exchange and without expense to such Noteholder, the Company shall: (a) acknowledge such transfer or exchange by executing an Assignment and Acceptance; (b) record such transfer or exchange in the Note Register, effective as of the date of such Assignment and Acceptance; and (c) issue in exchange therefor another Note or Notes, in denominations of at least $250,000 (except in the case of a surrender for registration transfer of transfer, duly endorsed the aggregate amount or accompanied by the remaining balance of a written instrument of transfer duly executed by the registered holder of such Note or such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforNoteholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered, and 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 Note(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 permitted assigns, as the Noteholder holding such holder may request and shall be substantially in the form of Exhibit 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 Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of the surrendered Note if no principal or interest shall have been paid thereonresult therefrom. The Company may require payment of a sum sufficient to cover shall have no obligation hereunder or under any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange Person other than the Noteholder that is the registered holder of any each such Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Notwithstanding anything else herein to the contrary, any Purchaser, may from time to time, at its option, sell, assign, transfer, negotiate or otherwise dispose of all or a portion of one or more of its Notes (including the Purchaser’s interest in this Agreement and the other Purchase Documents) to any Eligible Assignee. In the event of any such sale, transfer or other disposition, the Purchaser and relevant Transferee shall execute and deliver to the Agent and the Issuer an Assignment and Acceptance Agreement evidencing such sale, assignment, transfer or other disposition and the Issuer shall thereafter promptly register the Transferee thereof as the registered holder of the transferred Notes (provided, that any such Transferee shall be deemed a registered holder of the applicable Notes and a “Transferee” hereunder in the event of the Issuer’s failure to so register any such Transferee after it has received written notice of any such transfer) and Schedule I shall be automatically amended to reflect such transfer and any new Transferee and Notes held thereby. 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 such holder’s his 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, at the CompanyIssuer’s expense (except as provided below), one or more new Notes (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. 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 (i) $400,000 at any time within five Business Days of the Closing Date, and (ii) $1,000,000 at any time thereafter, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000, provided further that Notes may be transferred in any denomination from a group of Affiliated holders to any Eligible Assignee or group of Eligible Assignees so long as (i) in respect of a transfer to a group of Eligible Assignees, such Eligible Assignees shall be Affiliates of each other, and (ii) the aggregate principal amount of Notes concurrently transferred shall be $1,000,000 or more. Any transfereeTransferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 64.02.

Transfer and Exchange of Notes. Upon surrender (a) Subject to Section 2.10(b), the holder of any Note or Notes may, prior to maturity or prepayment thereof, surrender such Note or Notes at the principal executive office of the Company for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify the Company in writing at least five (and 5) days in advance of such transfer or exchange. Within a reasonable time after such notice to the case of Company from a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of its intention to make such Note or exchange and without expense (other than transfer taxes, if any) to such holder’s 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 deliverissue in exchange therefor another Note or Notes, at the Company’s expense (except as provided below), one or more new Notes (in such denominations as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, 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. Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder may request and shall be substantially in the form of Exhibit 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 Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of principal or interest shall result therefrom. (b) Notwithstanding the date foregoing, each Purchaser agrees that, without the prior written consent of the surrendered Note if Company, no Purchaser may, directly or indirectly, sell, transfer, pledge, encumber or otherwise dispose of (a "Transfer") any Notes or any interest therein (any such transferee with respect to any such Transfer so consented to by the Company, a "Permitted Transferee"); provided, however, that no consent by the Company shall have been paid thereonbe required for a sale, transfer, pledge or other disposition of any Notes by a Purchaser to any or all of the partners, including without limitation general or limited partners, managing directors, managing members or members, of a Purchaser, an Affiliate of such Purchaser or a fund controlled or managed by the Purchaser; provided further that during the period commencing on the Closing Date and ending five years thereafter, there shall be no more than six Purchasers at any time. Without limiting the foregoing, any Permitted Transferee shall, by a written agreement reasonably satisfactory to the Company, expressly assume the transferring Purchaser's obligations, duties and covenants under this Agreement as to the Notes so Transferred and make representations to the Sellers to the same or similar effect as is contained in Article V. Any such Transfer shall comply in all respects with all securities laws, and no such Transfer shall be permitted except pursuant to an exemption from the registration requirements of the Securities Act. The transferring Purchaser and each Permitted Transferee shall provide to the Company may require payment such transfer documents and opinions of counsel as the Company shall reasonably request, each in form and substance satisfactory to the Company, as a sum sufficient condition to cover any stamp tax or governmental charge imposed in respect the Company's obligations under Section 2.10(a). Each Person that becomes a holder of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made agreed to comply with this Section 2.10(b). The Company and any of its agents may treat the representations set forth Person in Section 6. Notwithstanding anything to whose name any Note is registered on the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters Company's books and records as the Company may reasonably request, including that sole and exclusive record and beneficial holder and owner of such Note for the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance purpose of a Note registered in the transferee’s name (or the name receiving payment of the transferee’s nominee)principal of, shall be deemed to have made the representations set forth in Section 6prepayment charge (if any) and interest and other amounts on such Note and for all other purposes whatsoever.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Trustee 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 such holder’s his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and upon compliance with the provisions of SECTION 2.1(c), including receipt by the Company and the Trustee of (i) adequate assurances (by opinion of counsel for each transferee other than a Qualified Institutional Buyer and by a certificate in the form attached hereto as EXHIBIT F from an authorized officer of any transferee, satisfactory to the Company and the Trustee, that exemptions from the registration requirements of the Securities Act and applicable state securities laws are available, and (ii) adequate assurances (by a certificate from an authorized officer of any transferor satisfactory to the Company and the Trustee) that the transferor is a United States person, the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (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. 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. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), Notes shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required transferred in denominations of less than $100,000, provided that if necessary to register enable the Notes as registration of transfer by a result thereof. Any transfereeholder of its entire holding of Notes, by the transferee’s acceptance one Note may be in a denomination of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000.

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 such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (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. 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 the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering regarding the Note or participation as you and the Other Purchasers have made pursuant to Section 6.2, PROVIDED, that such matters as entity may (in reliance upon information provided by the Company may reasonably requestCompany, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender of any Subordinated Note to (i) Company at the principal executive office address and to the attention of the Company designated officer (all as specified in this Agreement) or (ii) U.S. Bank National Association, Corporate Trust Services, 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, 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 Subordinated Note or 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 Subordinated Note or part thereof), the Company within ten (10) Business Days thereafter, U.S. Bank shall execute and deliver, at the Company’s expense (except as provided below), deliver one or more new Subordinated Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Subordinated Note. Each such new Subordinated Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1the initial Subordinated Notes delivered hereunder. Each such new Subordinated Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Subordinated Note or dated the date of the surrendered Subordinated Note if no interest shall have been paid thereon. The Company U.S. Bank may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Subordinated Notes. Subordinated Notes shall be transferred only in authorized denominations and in a minimum amount of $50,000 and multiples of $25,000 in excess thereof. Any transferee, by the transferee’s its acceptance of a Subordinated Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.5 hereof.

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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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 Note as set forth in Exhibit 11.3. 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. Any transfereeNotes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, Each Noteholder agrees that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than any transferring Noteholder’s nominee) or to any separate account maintained by any transferring Noteholder unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered same or similar effect with respect to the transferee as is contained in the transferee’s name (or the name section 6.2 of the transferee’s nomineeExisting Note Agreement or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 4.12(e), . No Noteholder shall be deemed liable for any damages in connection with any such representations or assurances provided to have made the representations set forth in Section 6Company by any transferee.

Transfer and Exchange of Notes. Upon surrender The Company shall keep a register which shall provide for the registration of the Notes and the registration of transfers of Notes (the “Note Register”). The principal amount of and stated rate of interest on the Notes, the names and addresses of the Purchasers holding the Notes, the transfer of the Notes, and the names and addresses of the transferees of the Notes shall be registered in the Note Register. No Note may be transferred unless such transfer is recorded in the Note Register. No Note may be sold or transferred without compliance with the registration or qualification provisions of applicable Federal and State Securities Laws or applicable exemptions therefrom. The Purchaser holding any Note or Notes may, prior to maturity or prepayment thereof, surrender such Note or Notes at the principal executive office of the Company for registration of transfer or exchange. Any Purchaser desiring to transfer or exchange (and any Note shall first notify the Company 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 writing at least three Business Days in advance of such Note transfer or exchange. Within a reasonable time after such holder’s attorney duly authorized in writing notice to the Company from a Purchaser of its intention to make such transfer or exchange and accompanied by the address for notices of each transferee of without expense (other than transfer taxes, if any) to such Note or part thereof)Purchaser, the Company shall execute and deliver, at the Company’s expense shall: (except as provided below), one or more new Notes (as i) if requested by such Purchaser, acknowledge such transfer or exchange by executing an Assignment and Acceptance in substantially the holder thereofform of Exhibit A hereto; (ii) record such transfer or exchange in the Note Register, effective as of the date of such Assignment and Acceptance if so requested or otherwise as of the date of such transfer or exchange; and (iii) issue in exchange therefor, in an therefor another Note or Notes for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the surrendered NoteNote or Notes so surrendered, and 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. Each such new Note shall be made payable to such Person or Persons, or assigns, as the Purchaser holding such holder may request and shall be substantially in the form of Exhibit 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 Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of the surrendered Note if no principal or interest shall have been paid thereonresult therefrom. The Company may require payment of a sum sufficient to cover shall have no obligation hereunder or under any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange Person other than the Purchaser that is the registered holder of any each such Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6.

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 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, at the Company’s expense (except as provided below), one or more new Notes (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. 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 $2,000,000, 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 $2,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 66.3. Notwithstanding anything to The Notes have not been registered under the contrary above, prior to any transfer Securities Act or exchange under the securities laws of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company state and may reasonably request, including that the Company will not be required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement 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 such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (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. 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 Diamond Walnut Growers, Inc. Note Purchase Agreement in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, 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 $500,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering regarding the Note or participation as you and the Other Purchasers have made pursuant to Section 6.2, provided that such matters as entity may (in reliance upon information provided by the Company may reasonably requestCompany, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company Registrar, 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 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)) and accompanied by a transfer certificate substantially in the form of Exhibit 13.2, within ten Business Days thereafter, the Company shall execute and shall cause the Registrar to deliver, 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 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, 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 or the Registrar 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything 6.3, 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 contrary above, prior to effect that the purchase by any transfer or exchange holder of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company 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 required to register transferred or resold unless registered under the Notes as a result thereof. Any transferee, by Securities Act and all applicable state securities laws or unless an exemption from the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6requirement for such registration is available.

Transfer and Exchange of Notes. Upon surrender receipt 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 substantially in the form set out in Exhibit O (an “Instrument of Transfer”) duly executed by the registered holder of such a Note or such holder’s attorney duly authorized in writing and each transferee and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within five (5) Business Days thereafter, the Registrar appointed by the Company (or, if no Registrar has been appointed, the Company) shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefortherefor in the form of electronic book-entry on the DIP Notes Creditor Register, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note, provided that any such transfer or exchange must be made in compliance with the federal securities laws of the United States, including the Securities Act or other applicable law. Each such new Note shall be payable to such Person as such holder may request and shall be substantially evidenced by electronic book-entry in the form of Exhibit 1DIP Notes Creditor Register maintained by the Registrar. 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 may, by notice to the Registrar, require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, Notes provided that any such amount shall be owing by the transferee’s acceptance of a Note registered in the transferee’s name (or the name transferee of the transferee’s nominee)applicable Note following the effectuation of any transfer and shall not be a condition precedent to the effectiveness of such transfer. Notes shall not be transferred in denominations of less than $1, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1. Neither the Registrar nor any holder shall be deemed required to have made obtain the representations set forth consent of the Company in Section 6. Notwithstanding anything to connection with the contrary above, prior to any transfer or exchange of any NoteNote pursuant to this Section 10.02. ENVIVA INC. /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters Finance ENVIVA GP, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA, LP By: Enviva GP, LLC, as the Company may reasonably requestits sole general partner /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, including that the Company will not be required to register the Notes Finance ENVIVA PARTNERS FINANCE CORP. /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA ENERGY SERVICES, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS WAYCROSS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS GREENWOOD, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS LUCEDALE, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS EPES, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS EPES FINANCE COMPANY, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Manager ENVIVA PELLETS EPES HOLDINGS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA HOLDINGS, LP By: Enviva Holdings GP, LLC, as a result thereofits sole general partner /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA AIRCRAFT HOLDINGS CORP. Any transferee/s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee)Finance ENVIVA MANAGEMENT COMPANY, shall be deemed to have made the representations set forth in Section 6.LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA SHIPPING HOLDINGS, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA PELLETS BOND, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA MLP INTERNATIONAL HOLDINGS LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Manager ENVIVA PORT OF PASCAGOULA, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA HOLDINGS GP, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ENVIVA DEVELOPMENT FINANCE COMPANY, LLC /s/ Jxxxx X. Xxxxxxxx Name: Jxxxx X. Xxxxxxxx Title: Executive Vice President, Finance ACQUIOM AGENCY SERVICES LLC, as Co-Administrative Agent and Collateral Agent By: /s/ Lxxx Xxxxxx Name: Lxxx Xxxxxx Title: Director SEAPORT LOAN PRODUCTS LLC, as Co-Administrative Agent By: /s/ Jxxxxxxx Xxxxxxxxx Name: Jxxxxxxx Xxxxxxxxx Title: General Counsel

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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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 or Exhibit 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 U.S. $500,000; 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 U.S. $500,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 66.2. Notwithstanding anything to the contrary aboveNo transfer, prior to any transfer sale, exchange or exchange assignment of any a Note, whether contemplated by this Section 13 or in connection with the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance consummation of a Note registered in the transferee’s name (or the name of the transferee’s nominee)Reorganization, shall be deemed to have made be a discharge, rescission, extinguishment or novation of any Note and any Note so transferred, sold, exchanged or assigned shall continue to be the representations set forth in Section 6same obligation of the Company and not a new obligation.

Transfer and Exchange of Notes. Upon (a) If Notes are taken out of the DTC book-entry system and issued in definitive form, 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 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, at the Company’s expense (except as provided below), one or more new Notes (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 1A-1 or Exhibit A-3, 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, and in integral multiples of $1,000 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 $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to Sections 6.1 and 6.2. (b) For each of the contrary above, prior to any transfer or exchange of any NoteClass A Notes and the Class B Notes, the Company shall have received deliver a single permanent global Note in registered form, substantially in the delivery of an opinion of counsel satisfactory to form set forth in Exhibit A-1 and Exhibit A-2, respectively, (the Company covering such matters as the Company may reasonably request“Global Notes”), including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of Cede & Co., the transferee’s nominee)nominee of DTC, duly executed by the Company. The Company will require that all resales be made in compliance with the provisions of Rule 144A to Qualified Institutional Buyers who have advised the Company in writing that they are purchasing the Note for their own account or accounts with respect to which such Qualified Institutional Buyer exercises sole investment discretion and that such Qualified Institutional Buyer is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that Xxxxx Xxxxxxx & Co. is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. Any such transferee shall be deemed to have also made the representations set forth in Section 6Sections 6.1 and 6.2. (c) If a beneficial interest in the Global Notes is proposed to be transferred, the transfer of such beneficial interest may be effected only through the book-entry system maintained by DTC. (d) 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 applicable state securities laws or unless an exemption from such requirement is available. Upon the registration of transfer, exchange or replacement of Notes, the Company shall deliver only Notes that bear a legend to such effect.

Transfer and Exchange of Notes. Upon surrender (a) The following provisions shall apply with respect to any proposed transfer of a Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Company or any Note at the principal executive office Affiliate of the Company for registration was the owner of such Notes (or any predecessor thereto) (the "Resale Restriction Termination Date"): (i) a transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed Note or accompanied by a written instrument of transfer duly executed beneficial interest therein to a QIB shall be made upon receipt by the registered holder Trustee or its agent of such Note or such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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 a certificate substantially in the form of Exhibit 1. Each the Form of Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities set forth on the reverse of the Note from the proposed transferee that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such new account is a "qualified institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) a transfer of a Note or a beneficial interest therein to an IAI shall be dated and bear interest made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the date proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to which each of them; and (iii) a transfer of a Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form of the Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S set forth on the reverse of the Note from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear such Restricted Notes Legend unless (i) an Initial Note is being transferred pursuant to an effective registration statement or (ii) there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (c) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Company shall have been paid on the surrendered Note right to inspect and make copies of all such letters, notices or dated other written communications at any reasonable time upon the date giving of reasonable written notice to the surrendered Note if no interest Registrar. (d) The following obligations with respect to transfers and exchanges of Notes shall have been paid thereon. The apply: (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp tax transfer tax, assessments, or similar governmental charge imposed payable in respect of connection therewith (other than any such transfer of Notes. Any transfereetaxes, by the transferee’s acceptance of a Note registered in the transferee’s name assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 13.5). (or the name of the transferee’s nominee), iii) The Registrar shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the transfer of or exchange of any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, Paying Agent, the Conversion Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Conversion Agent or the Registrar shall be affected by notice to the contrary. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (e) The following provisions shall apply with respect to Trustee obligations: (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a result Global Note, a member of, or a participant in, the DTC or other Person with respect to the accuracy of the records of the DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. Any transferee, All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the DTC subject to the applicable rules and procedures of the DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by the transferee’s acceptance DTC with respect to its members, participants and any beneficial owners. (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of a any interest in any Note registered (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the transferee’s name (or terms of this Indenture, and to examine the name of same to determine substantial compliance as to form with the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6express requirements hereof.

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 such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (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 1request. 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. Any transfereeNotes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, such Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $500,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, You agree that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Obligors receive from the transferee a representation to the Obligors (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered in same or similar effect with respect to the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth transferee as is contained in Section 66.2 or other assurances reasonably satisfactory to the Obligors that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e). You shall not be liable for any damages in connection with any such representations or assurances provided to the Obligors by any transferee.

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 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, at the CompanyIssuer’s expense (except as provided below), one or more new Notes (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 11 and shall be payable to any financial 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 $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 66.2. Notwithstanding anything herein to the contrary abovecontrary, prior 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 transfer or exchange the original Purchasers would own less that 50% of any Note, the Company shall have received the delivery aggregate principal amount of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as then outstanding, then, unless a result thereof. Any transfereeDefault or an Event of Default has occurred and is continuing at such time, by such transfer shall require the transfereeIssuer’s acceptance of a Note registered in the transferee’s name written consent (such consent not to be unreasonably withheld, conditioned or the name of the transferee’s nomineedelayed), shall be deemed to have made the representations set forth in Section 6.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office (a) The Trustee, as agent of the Company Issuer for this purpose, shall maintain at its Corporate Trust Office a register of Notes of each Series (the "Register") issued pursuant to a Supplemental Indenture for the registration, and registration of transfers and exchange, of Notes of such Series. Upon presentation for transfer or exchange (and in the case of any Notes of a surrender for registration Series at the Corporate Trust Office of transferthe Trustee, duly endorsed or accompanied by a written instrument of transfer duly or exchange in the form approved by the Issuer (it being understood that, until notice to the contrary is given to Noteholders and the Enhancer, if any, with respect to any Series of Notes, the Issuer shall be deemed to have approved the form of instrument of transfer or exchange, if any, printed on any Note), executed by the registered holder of such Note holder, in person or by such holder’s 's attorney thereunto duly authorized in writing writing, such Note shall be transferred upon the register for the Note, and accompanied a new Note shall be authenticated and issued in the name of the transferee. (b) Notwithstanding any provisions to the contrary herein, so long as a Global Note of any Series remains outstanding and is held by on behalf of the Depositary, transfers of such Global Note, in whole or in part, shall only be made in accordance with this Section 6(b). (i) Subject to clauses (ii) through (iv) of this Section 6(b), 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 an owner of a beneficial interest in a Restricted Global Note of any Series deposited with the Depositary wishes at any time to exchange its interest in such Restricted Global Note for an interest in a Regulation S Global Note of such Series, or to transfer its interest in such Restricted Global Note to a person who wishes to take delivery thereof in the form of an interest in the Regulation S Global Note of such Series, such owner of such beneficial interest may, subject to the rules and procedures of the Depositary, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in the Regulation S Global Note of such Series, provided that the following conditions are complied with. Upon receipt by the address for notices Trustee, at its Corporate Trust Office of each transferee (A) instructions given in accordance with the Depositary's procedures from an agent member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Note of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, Series in an aggregate principal amount equal to the unpaid beneficial interest in the Restricted Global Note of such Series to be exchanged or transferred, (B) a written order from the Depositary given in accordance with the Depositary's procedures containing information regarding the Euroclear or Clearstream, Luxembourg account (or such other account with the Depositary) to be credited with such increase and (C) a certificate given by the owner of such beneficial interest in the form of an exhibit to the Supplemental Indenture for the related Series of Notes together with a statement from the DTC participant identifying the owner of such beneficial interest. The Trustee shall reduce the Restricted Global Note of such Series and shall increase the Regulation S Global Note of such Series by the aggregate principal amount of the surrendered Note. Each beneficial interest in the Restricted Global Note of such new Note Series to be so exchanged or transferred and the Trustee shall be payable to concurrently inform the Depositary of the Notes of such Person as such holder may request Series so exchanged or transferred, and shall instruct the Depositary to credit or cause to be substantially credited to the account of the person specified in such instructions a beneficial interest in the Regulation S Global Note of such Series equal to the reduction in the principal amount of such Restricted Global Note and to debit or cause to be debited from the account of the person giving such instructions a beneficial interest in such Restricted Global Note equal to the increase in the principal amount of the Regulation S Global Note of such Series. (iii) If a Euroclear participant or a Clearstream, Luxembourg participant or any other participant in the Depositary holding an interest in the Regulation S Global Note of any Series wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the Restricted Global Note of such Series, or to transfer its interest in such Regulation S Global Note to a person who wishes to take delivery thereof in the form of Exhibit 1an interest in Restricted Global Note, such owner of such beneficial interest may, subject to the rules and procedures of Euroclear or Clearstream, Luxembourg and/or the Depositary, as the case may be, exchange or cause the exchange of such interest for, or transfer or cause the transfer of such interest to a person in the form of, an equivalent beneficial interest in the Restricted Global Note of such Series. Each Upon receipt by the Trustee at its Corporate Trust Office of (A) instructions from the Depositary directing the Trustee to credit or cause to be credited a beneficial interest in the Restricted Global Note of such new Series equal to the beneficial interest in the Regulation S Global Note of such Series to be exchanged or transferred, such instructions to contain information regarding the agent member's account with the Depositary to be credited with such increase, and, with respect to an exchange or transfer of an interest in such Regulation S Global Note, information regarding the agent member's account with the Depositary to be debited with such decrease, and (B) a certificate in the form of an exhibit to the Supplemental Indenture for the related Series of Notes given by the holder of such beneficial interest accompanied by a statement from the participant in the Depositary through whom such beneficial owner's interest is held, identifying the transferor, the Trustee shall reduce the Regulation S Global Note of such Series and shall increase the Restricted Global Note of such Series by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be exchanged or transferred, and the Trustee shall concurrently inform the Depositary of the Notes to be exchanged or transferred, and shall instruct the Depositary to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Restricted Global Note of such Series equal to the reduction in the principal amount of such Regulation S Global Note and to debit or cause to be debited from the account of the person giving such instructions a beneficial interest in the Regulation S Global Note equal to the increase in the principal amount of such Restricted Global Note. (iv) In the event that a Global Note of any Series is exchanged for Definitive Notes of such Series pursuant to Section 5 hereof, such Notes may be exchanged or transferred only in accordance with such procedures as are substantially consistent with the provisions of clauses (ii) and (iii) above (including the certification requirements intended to ensure that such exchanges or transfers comply with Rule 144A or Regulation S, as the case may be) and as may be from time to time adopted by the Issuer. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be dated and bear interest from the date to which interest shall have been paid noted on the surrendered Note Register for each Series of Notes maintained by the Trustee. No service charge shall be made for any registration of transfer or dated the date exchange of the surrendered Note if no interest shall have been paid thereon. The Company Notes, but the Trustee may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed payable in respect connection therewith and any other amounts required to be paid by the provisions of the Notes. (d) If Notes of any Series are issued upon the transfer, exchange or replacement of Notes of such transfer of Notes. Any transferee, Series not bearing the applicable legends required by the transferee’s acceptance forms of Note attached in the related schedules to the Supplemental Indenture for such Series of Notes hereto (collectively, the "Legend"), the Notes so issued shall not bear the Legend. If Notes of any Series are issued upon the transfer, exchange or replacement of Notes of such Series bearing the Legend, or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Issuer and the Trustee such satisfactory evidence, which may include an opinion of New York counsel reasonably acceptable to the Issuer, as may be reasonably required by the Issuer that neither the Legend nor the restriction on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S, or that such Notes are not "restricted securities" within the meaning of Rule 144 under the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the written direction of the Issuer, shall authenticate and deliver a Note that does not bear the Legend. (e) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a Note registered beneficial interest in the transferee’s name (or other Global Note will, upon transfer, cease to be a beneficial interest in such Global Note and become a beneficial interest in the name of the transferee’s nominee)other Global Note and, shall accordingly, will thereafter be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior subject to any transfer or exchange restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. Title to beneficial interests in the Notes will pass upon registration of the transfer on the securities records of the Depositary. In addition, no beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with the Depositary's applicable procedures (in addition to those set forth herein) and, if applicable, those of Euroclear and Clearstream, Luxembourg. (f) The holder of a Definitive Note of any Note, Series may transfer all or a portion of such Note by surrendering it at the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, office or agency maintained by the transferee’s acceptance of a Note registered Issuer for such purpose in the transferee’s name (Borough of Manhattan, The City of New York or at the name office of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6any Paying Agent.

Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company (as specified in Section 16.9) for registration of transfer or exchange (and in the case of a surrender for registration of for transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant 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, at the Company’s expense (except as provided below), one or more new Notes (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 1B 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 thereonNote. 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 one hundred thousand dollars ($100,000); provided that if necessary to enable a holder of Notes to transfer its entire holding of Notes, one Note may be in a denomination of less than one hundred thousand dollars ($100,000). Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6Article VI. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the The Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as transfer of any Note to any Person (other than a result thereof. Any transferee, transfer by the transferee’s acceptance holder of a Note to its nominee not involving a change of beneficial ownership of such Note) unless the Company receives (a) from the proposed transferee a representation reasonably satisfactory to the Company that the representations and warranties set forth in Article VI are true with respect to such transferee and (b) in the case of any transfer in which the Note will be registered in the transferee’s name (or of a nominee, the name of the transferee’s nominee), shall be deemed beneficial owner of the Note and confirmation that such nominee is permitted to have made transfer such Note only with the representations set forth in Section 6consent of the beneficial owner.

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 such holder’s 's 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, at the Company’s its expense (except as provided below), one or more new Notes (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 1request. 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 except in denominations of $500,000 or more, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be issued to such holder in a denomination of less than $500,000. You agree that the Company shall not be required to register the transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a customary representation to the Company (and appropriate information as to any separate accounts or other matters) or other assurances reasonably satisfactory to the Company to the effect that such transfer does not involve a prohibited transaction (as such term is defined in section 406 (a) of ERISA and section 4975 (c) (1) (A) - (D) of the Code). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee. Any transfereetransferee of a Note, by the transferee’s its acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee)such Note, shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory represented to the Company covering that it is not a Competitor, unless prior to the transfer of such matters as Note and in lieu of such representation the proposed transferee of such Note notifies the Company in writing that it may reasonably request, including be a Competitor and either agrees in writing that it will be subject to the limitations applicable to a Competitor hereunder or requests that the Company will not advise it as to whether such proposed transferee would be required deemed to register be a Competitor. If a proposed transferee makes such request the Notes as Company shall, within two Business Days after being requested so to do, determine on a result thereofreasonable basis and in good faith in consultation with such proposed transferee whether such proposed transferee would be deemed to be a Competitor. Any transferee, by the transferee’s acceptance holder of a Note registered in the transferee’s name which is a Competitor (whether by agreement or the name of the transferee’s nominee), Company's determination as aforesaid) shall be deemed subject to have made the representations set forth applicable limitations specified in Section 6Sections 7.1(h) and 7.3(a).

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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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 11‑A or Exhibit 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 66.2.

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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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 Note as set forth in Exhibit 11.3. 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. Any transfereeNotes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, Each Noteholder agrees that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than any transferring Noteholder’s nominee) or to any separate account maintained by any transferring Noteholder unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered same or similar effect with respect to the transferee as is contained in the transferee’s name (or the name section 6.2 of the transferee’s nomineeExisting Note Agreement or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 4.12(e), . No Noteholder shall be deemed liable for any damages in connection with any such representations or assurances provided to have made the representations set forth in Section 6Company by any transferee.

Transfer and Exchange of Notes. The written consent of the Authority (not to be unreasonably withheld, conditioned or delayed) shall be required for any transfer of a Note, except (a) when an Event of Default has occurred and is continuing; (b) to any Purchaser or an Affiliate or Approved Fund of any Purchaser (or, (x) in the case of any Note held by UBS AG, London Branch or one of its Affiliates, to GIFS Capital Company LLC and (y) in the case of any Note held by GIFS Capital Company LLC, to UBS AG, London Branch or any of its Affiliates); (c) to any Person who has provided the holder of the Note to be transferred with a credit default swap, in respect of such Note and/or other indebtedness of the Authority, or to any person in a credit event auction relating to indebtedness of the Authority, in each case in connection with settling such a credit default swap following the occurrence of a “Credit Event” thereunder, or (d) by a holder who obtained the Note to be transferred as a result of a transfer in reliance on the preceding subclause (c) or this subclause (d). Upon surrender of any Note to the Authority at the principal executive office address and to the attention of the Company designated officer (all as specified in Section 20(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 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 Authority shall execute and deliver, at the CompanyAuthority’s expense (except as provided below), one or more new Notes (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 Schedule 1. Each such new Note shall be dated and bear interest from the most recent date to on 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 Authority may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company Notes prior to effecting such transfer or exchange. Notes shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required transferred in denominations of less than $1,000,000, provided, that if necessary to register enable the Notes as registration of transfer by a result thereof. Any transfereeholder of its entire holding of Notes, by the transferee’s acceptance one Note may be in a denomination of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $1,000,000.

Transfer and Exchange of Notes. Upon surrender The Company 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 or prepayment thereof, surrender such Note at the principal executive office of the Company for registration of transfer or exchange, and upon any such transfer or exchange shall notify the Company as to the identity of the transferee. Within a reasonable time after the holder notifies the Company in writing that it intends to transfer (or has transferred) all or a portion of its Notes, the Company shall issue in exchange therefor (without expense to such holder, other than transfer taxes, if any) another Note in the same aggregate principal amount (or if requested by the holder in denominations of $100,000 and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note so transferred), duly endorsed or accompanied by a written instrument as of transfer duly executed by the registered holder date of such Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)issuance, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to 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 Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof in compliance with the Securities Act but without further restriction). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such surrendered Note may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of principal or interest shall result therefrom. The Company shall have no obligation hereunder or under any Note (including, without limitation, to furnish notices or financial statements) to any Person other than the registered holder may request of each such Note. The provisions of this Section 2.10 are intended to result in the Notes being in "registered form" within the meaning of Code Section 163(f) and Treasury Regulations Section 1.871-14(c), and shall be substantially interpreted and applied in the form of Exhibit 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. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6conformity therewith.

Transfer and Exchange of Notes. The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $1,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers 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 accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (as requested by of an identical Series and of a like aggregate principal amount, registered in the name of such transferee or transferees, subject to the terms of this Agreement. At the option of the holder thereofof any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations (subject in each case to the first sentence of this Section 13.2) in exchange therefor, in an of a like aggregate principal amount equal to the unpaid principal amount amount, upon surrender of the surrendered NoteNote to be exchanged at the principal office of the Company. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1Notes for such Series set forth in the applicable Exhibit. Each installment of principal payable on each installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any installment or installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall be dated carry the rights to unpaid interest and bear interest from to accrue which were carried by the date to which Note so exchanged or transferred, so that neither gain nor loss of interest shall have been paid on the surrendered Note result from any such transfer or dated the date of the surrendered Note if no interest shall have been paid thereonexchange. 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 the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters regarding the Note or participation as the Company Purchasers have made pursuant to Section 6.2, provided that such entity may reasonably request(in reliance upon information provided by the Company, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under Section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

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 in the form attached hereto as Exhibit B duly executed by the registered holder Noteholder of such Note or such holder’s its attorney duly authorized authorised in writing and by the transferee or its attorney duly authorised in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s 's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an therefor with aggregate principal amount Reference Prices equal to the unpaid principal amount Reference Price of the surrendered Note. Each such new Note shall be payable to such Person person as such holder Noteholder may request request, subject to compliance with applicable law, and shall be substantially in the form of Exhibit 1A attached hereto. Each such new Note shall be dated and (in the case of any Note) 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 evidence of prior payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeNotes shall not be transferred in denominations of less than U.S.$500,000; provided, however, 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 U.S.$500,000. Each Note may be transferred in whole only and not in part. Every person, by the transferee’s acceptance virtue of becoming a Note registered in the transferee’s name (or the name of the transferee’s nominee), Noteholder shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything expressly assented and agreed to the contrary aboveterms of, prior to any transfer or exchange of any Noteand shall be bound by, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company this Agreement. (b) The Notes may reasonably request, including that the Company will not be required to register transferred except in transactions which are registered under the Notes as a result thereof. Any transferee, by Securities Act and the transferee’s acceptance securities laws of a Note registered in the transferee’s name (or the name all applicable states of the transferee’s nomineeUnited States or for which an exemption from registration is available and which are otherwise in compliance with the securities laws of all other applicable jurisdictions (including applicable resale restrictions in Canada), shall be deemed to have made the representations set forth in Section 6.

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 such holder’s 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, at the Company’s 's expense (except as provided below), one or more new Notes (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. 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 Stepan Company Amended and Restated Note Agreement 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 the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made make the same representations set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering regarding the Note or participation as such matters as Noteholder has made pursuant to Section 6.2, provided that such entity may (in reliance upon information provided by the Company may reasonably requestCompany, including which shall not be unreasonably withheld) make a representation to the effect that the Company purchase by such entity of any Note will not be required to register the Notes as constitute a result thereof. Any transferee, by the transferee’s acceptance non-exempt prohibited transaction under Section 406(a) of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6ERISA.

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 of such Note or such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange 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 Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been last 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 $500,000, 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 $500,000. (b) Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by the transferee’s its acceptance of a such Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have represented that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation (which representation may be made in reliance on such information provided by the representations Company) to the effect that at least one of the following statements is an accurate representation as to each source of funds used by such holder to acquire such Note (the “Source”): (i) the Source was an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption (“PTE”) 95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as a single plan all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement for such transferee most recently filed with such transferee’s state of domicile; or (ii) the Source was either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991), and no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (iii) the Source constituted assets of an “investment fund” (within the meaning of Part V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), and (A) no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section 6. Notwithstanding anything V(c)(l) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed (1) 20% of the total client assets managed by such QPAM, or (2) 10% of the assets of such investment fund, (B) the Company is not “related” to the contrary aboveQPAM within the meaning of Part V(h) of the QPAM Exemption, prior to any transfer (C) the conditions of Part 1(c) and (g) of the QPAM Exemption are satisfied, and (D) neither the QPAM nor a person controlling or exchange controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 10% or more interest in the Company; or (iv) the Source was a governmental plan; or (v) the Source is an employee benefit plan and the use of its assets will not constitute a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code; or (vi) the Source did not include assets of any Noteemployee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 12.2(b), the Company terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have received the delivery respective meanings assigned to such terms in Section 3 of an opinion of counsel satisfactory to ERISA. (c) Notwithstanding the Company covering such matters as the Company may reasonably requestforegoing, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance no holder of a Note registered in the transferee’s name (shall transfer such Note or the name of the transferee’s nominee), shall any portion thereof if such transfer would be deemed to have made the representations set forth in Section 6a Competitor.

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 such holder’s 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, at the Company’s Issuers’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Notes set forth in Exhibit 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 $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 $250,000. 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company 6 hereof and shall have received the delivery of an opinion of counsel satisfactory agreed to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, abide by the transferee’s acceptance provisions of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 620 hereof.

Transfer and Exchange of Notes. Upon (a) If Notes are taken out of the DTC book-entry system and issued in definitive form, 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 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, at the Company’s expense (except as provided below), one or more new Notes (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 1A-1 or Exhibit A-3, 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, and in integral multiples of $1,000 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 $100,000. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section 6. Notwithstanding anything to Sections 6.1 and 6.2. (b) For each of the contrary above, prior to any transfer or exchange of any NoteClass A Notes and the Class B Notes, the Company shall have received has delivered and for each of the delivery of an opinion of counsel satisfactory to Class C Notes the Company covering such matters as shall deliver a single permanent global Note in registered form, substantially in the Company may reasonably requestform set forth in Exhibit A-2 and Exhibit A-4, including that respectively (the Company will not be required to register the Notes as a result thereof. Any transferee“Global Notes”), by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of Cede & Co., the transferee’s nominee)nominee of DTC, duly executed by the Company. The Company will require that all resales be made in compliance with the provisions of Rule 144A to Qualified Institutional Buyers who have advised the Company in writing that they are purchasing the Note for their own account or accounts with respect to which such Qualified Institutional Buyer exercises sole investment discretion and that such Qualified Institutional Buyer is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that Xxxxx Xxxxxxx & Co. is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. Any such transferee shall be deemed to have also made the representations set forth in Section 6Sections 6.1 and 6.2. (c) If a beneficial interest in the Global Notes is proposed to be transferred, the transfer of such beneficial interest may be effected only through the book-entry system maintained by DTC. (d) 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 applicable state securities laws or unless an exemption from such requirement is available. Upon the registration of transfer, exchange or replacement of Notes, the Company shall deliver only Notes that bear a legend to such effect.

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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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 1request. 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. Any transfereeNotes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, You agree that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered in same or similar effect with respect to the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth transferee as is contained in Section 66.2 or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee.

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 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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, 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 made in such a manner that no gain or loss of principal or interest shall result therefrom. The Borrower shall have no obligation hereunder or under any Note to any person other than the registered holder of each such Note. Notwithstanding anything to the contrary contained herein, no Noteholder shall be 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 the other Subordinated Notes Documents (and such transferee has expressly agreed in writing to assume such Noteholder’s obligations thereunder by executing a joinder substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date A hereto) 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 such Noteholder is a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transfereeparty, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made including the representations and warranties set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, by the transferee’s acceptance of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Article IV hereof.

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 such holder’s 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, at the Company’s expense (except as provided below), one or more new Notes (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. 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. Except as provided in the next succeeding sentence, Notes shall not be transferred in denominations of less than $5,000,000. Notes may be issued in denominations of less than $5,000,000 if issued in connection with any transfer to one or more Prudential Affiliates or if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series. Any transferee, by the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations set forth in Section Article 6. Notwithstanding anything to the contrary above; provided, prior to any transfer or exchange of any Notehowever, that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register effect any such transfer if the Notes as a result thereofCompany is legally unable to deliver the certificate described in the penultimate paragraph of Section 6.2. Any transferee, by the transferee’s acceptance Each Purchaser and transferee of a Note registered which is not already a party to the Subsidiary Guaranty shall execute and deliver a joinder agreement in the transferee’s name (or form attached as Exhibit A to the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6Subsidiary Guaranty.

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 accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s its attorney duly authorized in writing and accompanied by the address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days the Company Issuers shall execute and deliver, at the Company’s Issuers’ expense (except as provided below), one or more new Notes of such Series (as requested by the holder thereof) 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 such Note for such Series as set forth in Exhibit 11.1(a) or Exhibit 1.1(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 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 $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 $250,000. 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 the transferee’s its acceptance of a Note registered in the transferee’s its name (or the name of the transferee’s its nominee), shall be deemed to have made the representations representation set forth in Section 6. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, the Company 6 hereof and shall have received the delivery of an opinion of counsel satisfactory agreed to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as a result thereof. Any transferee, abide by the transferee’s acceptance provisions of a Note registered in the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 620 hereof.

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 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 five Business Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (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 1request. 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. Any transfereeNotes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by the transferee’s acceptance a holder of its entire holding of Notes, one Note may be in a Note registered in the transferee’s name (or the name denomination of the transferee’s nominee), shall be deemed to have made the representations set forth in Section 6less than $100,000. Notwithstanding anything to the contrary above, prior to any transfer or exchange of any Note, You agree that the Company shall have received the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes transfer of any Note to any Person (other than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a representation to the Company (and appropriate information as a result thereof. Any transferee, by to any separate accounts or other matters) to the transferee’s acceptance of a Note registered in same or similar effect with respect to the transferee’s name (or the name of the transferee’s nominee), shall be deemed to have made the representations set forth transferee as is contained in Section 66.2 or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee.

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 Noteholder or such holder’s his 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, at the Company’s expense (except as provided below)its expense, one or more new Notes (as requested by the holder registered Noteholder 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 or issued to such Person as such holder may Noteholder shall request and shall be substantially in the form of 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 Notes shall not be transferred in denominations of less than $100,000 unless necessary to enable the registration of transfer by a sum sufficient Noteholder of all of its Notes. Transfers hereunder shall be made by the Issuer to cover the extent permitted by applicable law. If any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Any transferee, by the transferee’s acceptance all or a portion of a Note registered is not made pursuant to an effective registration statement under the Securities Act, (i) the Noteholder thereof will, if reasonably requested by the Issuer, deliver to the Issuer an opinion of counsel, which may be counsel to the Noteholder but which must be reasonably satisfactory to the Issuer, reasonably satisfactory in form, scope and substance to the transferee’s name Issuer, that the Note (or portion thereof) may be sold without registration under the name of Securities Act; (ii) the transferee’s nomineeproposed transferee shall make an investment covenant reasonably satisfactory to the Issuer (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act), ; and (iii) the proposed transferee shall be deemed agree that the Note issued to have made such transferee shall bear the representations legend set forth in Section 61.3(d) of this Agreement. Notwithstanding anything the foregoing provisions of this Section 10.2, the restrictions upon the transferability of any Note and the requirement to include the contrary above, prior first two paragraphs of the legend set forth in Section 1.3(d) of this Agreement shall terminate as to any transfer such Note (i) when and so long as such Note shall have been effectively registered under the Securities Act and disposed of pursuant thereto or exchange (ii) when the Issuer shall have received an opinion of counsel reasonably satisfactory to it that such restrictive legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 10.2 shall terminate as to any Note, the Company Noteholder thereof shall have received be entitled to receive from the delivery of an opinion of counsel satisfactory to the Company covering such matters as the Company may reasonably request, including that the Company will not be required to register the Notes as Issuer a result thereof. Any transferee, by the transferee’s acceptance of new Note bearing a Note registered in the transferee’s name (or the name legend consisting only of the transferee’s nominee), shall be deemed to have made final paragraph of the representations legend set forth in Section 61.3(d) of this Agreement.