Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of the Notes of other authorized denominations, the Registrar shall promptly register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior consent of the Issuer, the The Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of the Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or (c) an Asset Sale Offer if such Note is tendered pursuant to such Change of any Note between a record date Control Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

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

Transfer and Exchange. Subject The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When a Note is presented to Sections 2.02(b)the Registrar with a request to register a transfer, 2.16 and 2.17, when the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a written request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested if the same requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations registration of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee or an authentication agent shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder payment of a sum sufficient to cover any transfer taxes pay all taxes, assessments or other governmental charge that may be imposed charges in relation to a connection with any transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 this Section. The Issuers are not required to register the transfer or 8.05 exchange of any Notes (in which events the Issuer shall be responsible i) for a period of 15 days prior to any date fixed for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) redemption of any Note Notes, (ii) for a period of 15 days immediately preceding prior to the mailing of notice of redemption date fixed for selection of Notes to be redeemed, redeemed in part or (biii) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent, and the Registrar may deem and treat the Person in whose name a Note selectedis registered as the absolute owner of such Note for the purpose of receiving payment of principal and (subject to Section 2 of the Notes) interest, called if any, on such Note and for all other purposes whatsoever, whether or being called for redemption except not such Note is overdue, and none of either Issuer, the unredeemed portion of any Note being redeemed in partTrustee, the Paying Agent, or (c) of any Note between a record date and the next succeeding Interest Payment DateRegistrar shall be affected by notice to the contrary. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests interest in such Global Note may be effected only through a book book-entry system maintained by (a) the Holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees All Notes issued upon any transfer or exchange pursuant to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision terms of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither shall evidence the Trustee nor the Registrar same debt and shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect be entitled to the Issuer’s compliance with any Federal, state same benefits under this Indenture as the Notes surrendered upon such transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar The following provisions shall apply with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply respect to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (proposed transfer of an interest in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer Rule 144A Global Note that is a Restricted Note: (a) of any Note for a period of 15 days immediately preceding If (1) the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership owner of a beneficial interest in such a Rule 144A Global Note shall be required wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of: (i) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be reflected credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred; and (ii) a certificate in the form of Exhibit C from the transferor, the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the foregoing. (b) If the owner of a beneficial interest in a book entry. Each Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of: (i) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note agrees equal to indemnify the Issuer principal amount of the beneficial interest in the Regulation S Global Note to be transferred; and (ii) a certificate in the form of Exhibit B duly executed by the transferor, the Note Custodian and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor increase the Issuer’s compliance Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsforegoing.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 3.14, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerIssuers, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article IV, except the unredeemed portion of any Note being redeemed in part, or part and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 4.08 4.12, 4.15 or 8.05 (9.06 hereof, in which events event the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Issuer shall not be required to transfer or exchange any Note selected for redemption. The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Global Notes evidencing such transfer and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or exchange (other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange than pursuant to Section 2.112.07), but the Holders shall be required to pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.08 3.09, 4.11, 4.15 and 9.04). In addition, the Trustee, Transfer Agent and Registrar may request such other evidence as may be reasonably requested by them documenting the identity and/or signatures of the transferor and the transferees. (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 8.05 (in which events the Issuer exchange of Global Notes or Definitive Notes shall be responsible for the payment of such taxes). Without the prior consent valid obligations of the Issuer, evidencing the Registrar shall not be required same debt, and entitled to exchange the same benefits under this Indenture, as the Global Notes or register a Definitive Notes surrendered upon such registration of transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Dateexchange. Any Holder holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify . (e) Neither the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery of a notice of redemption pursuant to Section 3.03 and ending at the delivery of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, each of the Trustee, any Agent or the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuer designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) In connection with any proposed exchange of Notes, the Company or DTC shall be required to provide or cause to be provided to the Trustee all information available to them necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have any no responsibility to verify or ensure the accuracy of such information. For certain payments made pursuant to this Indenture, the Paying Agent or Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Paying Agent or Trustee shall have the duty to monitor act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4 and 61 of the Issuer’s compliance with United States Internal Revenue Code of 1986, as amended (the “Code”). The Paying Agent and/or Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or have “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any responsibility with respect successor form) to the Issuer’s compliance with Paying Agent prior to closing, and shall promptly update any Federalsuch form to the extent such form becomes obsolete or inaccurate in any respect. The Paying Agent and Trustee shall have the right to request from any party to this Indenture, state or foreign securities lawsany other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent requested a reasonable time in advance and any such forms to be delivered under this Section 2.06 are not provided prior to or by the time the related payment is required to be made or are determined by the Paying Agent or Trustee to be incomplete and/or inaccurate in any respect, the Paying Agent or Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4 or 61 of the Code, and shall have no obligation to gross up any such payment.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute Notes at the Registrar’s or co-Registrar’s request and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrarupon receipt of an Officer’s requestCertificate directing it to so do. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer connection therewith. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer, an Alternate Offer or (c) an Asset Sale Offer, if such Note is tendered pursuant to such Change of any Note between a record date Control Offer, Alternate Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s requestexchange. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, The Issuer and the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Global Notes evidencing such transfer and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or exchange (other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange than pursuant to Section 2.112.07), but the Holders shall be required to pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.08 3.09, 4.11, 4.15 and 9.04). In addition, the Trustee and Registrar may request such other evidence as may be reasonably requested by them documenting the identity and/or signatures of the transferor and the transferees. (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 8.05 (in which events the Issuer exchange of Global Notes or Definitive Notes shall be responsible for the payment of such taxes). Without the prior consent valid obligations of the Issuer, guaranteed by the Registrar shall not be required Guarantors, evidencing the same debt, and entitled to exchange the same benefits under this Indenture, as the Global Notes or register a Definitive Notes surrendered upon such registration of transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Dateexchange. Any Holder holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify . (e) Neither the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery of a notice of redemption pursuant to Section 3.03 and ending at the delivery of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, each of the Trustee, any Agent or the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuer designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) In connection with any proposed exchange of Notes, the Issuer or DTC shall be required to provide or cause to be provided to the Trustee all information available to them necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have any no responsibility to verify or ensure the accuracy of such information. For certain payments made pursuant to this Indenture, the Paying Agent or Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Paying Agent or Trustee shall have the duty to monitor act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4 and 61 of the Issuer’s compliance with United States Internal Revenue Code of 1986, as amended (the “Code”). The Paying Agent and/or Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or have “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any responsibility with respect successor form) to the Issuer’s compliance with Paying Agent prior to closing, and shall promptly update any Federalsuch form to the extent such form becomes obsolete or inaccurate in any respect. The Paying Agent and Trustee shall have the right to request from any party to this Indenture, state or foreign securities lawsany other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent such forms to be delivered under this Section 2.06 are not provided prior to or by the time the related payment is required to be made or are determined by the Paying Agent or Trustee to be incomplete and/or inaccurate in any respect, the Paying Agent or Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4 or 61 of the Code, and shall have no obligation to gross up any such payment.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; PROVIDED, HOWEVER, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Casella and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Casella shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's or co-Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but Casella may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer connection therewith. The Registrar or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer, an Alternate Offer or (c) an Asset Sale Offer if such Note is tendered pursuant to such Change of any Note between a record date Control Offer, Alternate Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. (a) Subject to Sections 2.02(b), 2.16 and 2.17compliance with any applicable additional requirements contained in Section 2.12, when Notes are a Note is presented to the Registrar with a request from such Holder to register a transfer thereof or to exchange them such Note for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements of this Indenture are met. Every requested; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Issuer and the Registrar, Registrar duly executed by the Holder thereof or his attorneys its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange of a like aggregate principal amount at the Registrar’s request. No service charge shall be made to the Holder for any Any exchange or registration of transfer shall be without charge, except that the Company or exchange. The the Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but thereto; provided that this provision sentence shall not apply to any exchange pursuant to Section 2.112.07, 2.10, 2.12(a), 3.06, 4.08 4.02 (last paragraph), 6.09(a)(10), or 8.05 (in which events 11.05. Neither the Issuer Company, any Registrar nor the Trustee shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer of (a) of any Note Notes for a period of 15 days immediately next preceding the any mailing of a notice of redemption of Notes to be redeemed, (b) of any Note selected, called Notes or being portions thereof selected or called for redemption except (except, in the unredeemed portion case of any redemption of a Note being redeemed in part, the portion not to be redeemed) or (c) any Notes or portions thereof in respect of which a Note has been delivered to the Trustee and not withdrawn by the Holder thereof (except, in the case of the purchase of a Note in part, the portion not to be purchased). All Notes issued upon any Note between a record date registration of transfer or exchange of Notes shall be valid Obligations of the Company, evidencing the same debt and entitled to the next succeeding Interest Payment Datesame benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon registration of transfer or exchange of Notes. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the a beneficial interests interest in such Global Note may be effected only through a book book-entry system maintained by (i) the Holder of such Global Note (or its agent), (ii) any Holder of a beneficial interest in such Global Note or (iii) DTC or any Participant, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book book-entry. Each Holder The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on registration of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of transfer imposed under this Indenture and/or or under applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer’s terms of, this Indenture, and to examine the same to determine substantial compliance as to form with any Federal, state or foreign securities lawsthe express requirements hereof.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17the provisions of Section 2 of Appendix A, when Notes are presented to the Registrar or a co-registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested or make the exchange if the requirements of this Indenture its requirements, including, without limitation, compliance with Appendix A, for such transaction are met. Every ; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder thereof of such Note or his attorneys by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate new authenticate, Notes evidencing such transfer or exchange at the Registrar’s request. No service charge The Trustee shall be made to notify the Holder for any registration Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. The Registrar may require from Neither the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, Company nor the Registrar shall not be required to issue, register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the day of the mailing of notice of any redemption from the Company and ending at the close of Notes business on the day the notice of redemption is sent to be redeemedHolders, (bii) of any Note selectedselected for redemption, called in whole or being called for redemption in part, except the unredeemed portion of any Note being redeemed in partpart may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange (c) except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.05, which the Company shall pay). Prior to due presentment for registration of transfer of any Note between a record date Note, the Trustee, any Agent and the next succeeding Interest Payment DateCompany may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Note and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system (as described in Section 2.1(b) of Appendix A) maintained by the Holder of such Global Note depository (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.172.17 hereof, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.15 or 8.05 hereof (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such a Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state securities laws or foreign Canadian provincial securities lawlaws. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, U.S. federal or state securities laws or foreign Canadian provincial securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing sending of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book book-entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, federal or state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemed, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)Depositary, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of the same series of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note of a series for a period of 15 days immediately preceding the mailing of notice of redemption of Notes of such series to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall shall, upon receipt of a written order of the Issuer, authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the requirements of in this Indenture are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to imposed by the Holder Company, the Trustee or any Agent for any registration of transfer or exchange. The Registrar , but the Company may require from the Holder payment of a sum sufficient to cover any transfer taxes taxes, assessments or other governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerCompany, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing sending of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing or other transmission, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, (iii) during a Change of Control Offer if such Note is validly tendered pursuant to such Change of Control Offer and not validly withdrawn or (civ) beginning at the opening of any Note between a record date and the next succeeding business 15 days before an Interest Payment Date. Any Holder holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing sending of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book book-entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities law. Neither The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including, without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemedNotes, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transferExcept as expressly provided herein, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Global Notes evidencing such transfer and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Registrar may require from exchange (other than pursuant to Section 2.07), but the Holder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that may payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be imposed in relation the valid obligations of the Company, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by (a) the Holder holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. . (e) Neither the Trustee Company nor the Registrar shall have be required (1) to issue, to register the transfer of or to exchange any duty Note during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to monitor Section 3.03 and ending at the Issuer’s compliance with mailing of such notice of redemption, (2) to register the transfer of or have to exchange any responsibility with respect Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent or the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Issuer’s compliance Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Company designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with any Federalthe provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, state certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or foreign securities lawsexchange may be submitted by mail or by facsimile or electronic transmission.

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

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 3.15, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerIssuers, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article IV, except the unredeemed portion of any Note being redeemed in part, or part and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. (a) Subject to Sections 2.02(b), 2.16 and 2.17Section 2.16, when Notes are a Senior Note is presented to the Registrar with a request from such Holder to register a the transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsthereof, the Registrar shall register the transfer as requested if the requirements of applicable law and of this Indenture are met. Every met and, when Senior Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall make the exchange as requested, PROVIDED that every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Issuers shall issue and execute and the Trustee shall authenticate new Senior Notes evidencing such transfer or exchange at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Noteholder, except that the Issuers may require from payment by the Holder payment Noteholder of a sum sufficient to cover any transfer taxes tax or other the governmental charge that may be imposed in relation to a transfer or exchange, but this provision . The Trustee shall not apply be required to register transfers of Senior Notes or to exchange Senior Notes for a period of 15 days before selection of any exchange pursuant Senior Notes to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Senior Notes to be redeemed, (b) of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part, . All Senior Notes issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Senior Notes surrendered upon such transfer or exchange. (cb) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer. (c) Except as expressly provided herein, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers' compliance with or have any responsibility with respect to the Issuer’s Issuers' compliance with any Federal, federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

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

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the applicable Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the applicable Registrar shall promptly register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the applicable Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the applicable Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior consent of the Issuer, the The Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for Notes (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (b) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note Notes being redeemed in part, and (ii) during a Change of Control Offer, an Alternate Offer or (c) an Asset Sale Offer if such Note is tendered pursuant to such Change of any Note between a record date Control Offer, Alternate Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder holder of such Global Note (or its agent)) or by Euroclear or Clearstream, as applicable, and that ownership of a beneficial interest in such Global Note the Notes shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemed, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent)Depository, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any loss, cost, expense (including reasonable attorneys fees and expenses), claims or liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Unless expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.18 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

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

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.09, 4.19 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemed, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)Depository, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.08, 4.09 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The transferor of any Note shall provide or cause to indemnify the Issuer and be provided to the Trustee against all information necessary to allow the Trustee to comply with any liability that applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986, as amended. The Trustee may result from rely on information provided to it and shall have no responsibility to verify or ensure the transfer, exchange or assignment accuracy of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsinformation.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; PROVIDED, HOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's or co-Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 4.08 4.13, 4.16 or 8.05 (9.06, in which events event the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of 15 days immediately preceding Business Days before the mailing of a notice of redemption of Notes to be redeemed, and ending at the close of business on the day of such mailing and (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.14 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject When a Note is presented to Sections 2.02(b)the Registrar with a request to register the transfer thereof, 2.16 and 2.17the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested if the requirements of this Indenture are met. Every requested; provided that every Note presented or surrendered for registration of -------- transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Issuers may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder Depository of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

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

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 2.16, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the applicable Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the applicable Registrar shall promptly register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the applicable Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the applicable Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior consent of the Issuer, the The Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for Notes (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (b) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note Notes being redeemed in part, and (ii) during a Change of Control Offer, an Alternate Offer or (c) an Asset Sale Offer if such Note is tendered pursuant to such Change of any Note between a record date Control Offer, Alternate Offer or Asset Sale Offer and the next succeeding Interest Payment Datenot withdrawn. Any Holder holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note the Notes shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

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

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements terms of this Indenture are metIndenture. Every Note presented or surrendered for No such registration of transfer or exchange shall be duly endorsed or be accompanied effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a written instrument Holder as provided herein, the Company, the Trustee, and any agent of transfer the Company shall treat the person in form satisfactory whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the Issuer and the Registrarcontrary. Furthermore, duly executed by the any Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Note agrees to indemnify Registration Statement shall have been declared effective by the Issuer SEC and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee against any liability that may result from shall authenticate Notes at the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.Registrar’s

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any transfer or exchange pursuant to Section 2.11, 3.06, 4.07, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when The Notes are presented issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request from such Holder to register a only upon, final acceptance and registration of the transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsby the Registrar in the Security Register. The Company, the Registrar Trustee, and any agent of the Company shall register treat the transfer person in whose name the Note is registered as requested if the requirements of this Indenture are met. Every owner thereof for all purposes whether or not the Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or overdue, and neither the Company, the Trustee, nor any such agent shall be accompanied affected by a written instrument of transfer in form satisfactory notice to the Issuer and the Registrarcontrary. Furthermore, duly executed by the any Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any U.S. Global Note shall, by acceptance of such U.S. Global Note, agree that transfers of the beneficial interests in such U.S. Global Note may be effected only through a book entry system maintained by the Holder of such U.S. Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Note agrees to indemnify Registration Statement shall have been declared effective by the Issuer Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee against shall authenticate Notes at the Registrar's request. No service charge shall be made for any liability that may result from the transfer, registration of transfer or exchange or assignment redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such Holder’s mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in violation whole or in part, except the unredeemed portion of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsNote being redeemed in part.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)connection therewith. Without the prior written consent of the IssuerIssuers, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or part and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject (a) Transfer and Exchange of Global Notes. A Regulation S Global Note or Rule 144A Global Note may not be transferred except as a whole by DTC to Sections 2.02(ba Notes Custodian or a nominee of such Notes Custodian, by a Notes Custodian or a nominee of such Notes Custodian to DTC or to another nominee or Notes Custodian of DTC, or by such Notes Custodian or DTC or any such nominee to a successor of DTC or a Notes Custodian or a nominee thereof. All Global Notes will be exchanged by the Issuer for Definitive Registered Notes: (1) if DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by the Issuer within 120 days; (2) if DTC so requests following an Event of Default under this Indenture; or (3) if the owner of a Book-Entry Interest requests such exchange in writing delivered through DTC, following an Event of Default under this Indenture; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the preceding events in clauses (1) through (3) above, the Issuer shall issue Definitive Registered Notes registered in the name or names and issued in any approved denominations, as requested by or on behalf of DTC (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of Book-Entry Interests), 2.16 and 2.17, when Notes are presented to the Registrar with a request from Trustee and the Registrar, and such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be recorded in the Register. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c). (b) General Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the Global Notes. The transfer and exchange of Book-Entry Interests shall be effected through DTC in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferee takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (copied to the Trustee) must receive: (i) a written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures directing DTC to debit from the transferor a Book-Entry Interest in an amount equal to the Book- Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book- Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Registered Note, the Transfer Agent (copied to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures directing DTC to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Registered Note in an amount equal to the Book Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Registered Note shall be registered to effect the transfer or exchange referred to above. In connection with any transfer or exchange of Definitive Registered Notes, the Holder of such Notes shall present or surrender to the Registrar the Definitive Registered Notes duly endorsed or be accompanied by a written instrument instruction of transfer in a form satisfactory to the Issuer and the Registrar, Registrar duly executed by the such Holder thereof or his attorneys by its attorney, duly authorized in writing. To permit registrations of transfers and exchangesIn addition, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such in connection with a transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Definitive Registered Note for a period Book-Entry Interest, the Transfer Agent (copied to the Trustee) must receive a written order directing DTC to credit the account of 15 days immediately preceding the mailing of notice of redemption of Notes transferee in an amount equal to the Book-Entry Interest to be redeemedtransferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes (other than transfers of Book-Entry Interests in connection with which the transferee takes delivery thereof in the form of a Book-Entry Interest in the same Global Note) contained in this Indenture, the Transfer Agent (bcopied to the Trustee or the Registrar), as specified in this Section 2.06, shall endorse the Global Note(s) with any increase or decrease and instruct DTC to reflect such increase or decrease in its systems. Transfers of any Note selected, called or being called Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book- Entry Interests for redemption except the unredeemed portion of any Note being redeemed in part, Book-Entry Interests also shall require compliance with either subparagraph (b)(1) or (cb)(2) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shallbelow, by acceptance of such Global Noteas applicable, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note as well as subparagraph (or its agent)b)(3) below, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.if applicable:

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 3.07, 4.07 or 8.05 8.04 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. 38 -30- Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.02, 2.10, 3.06, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

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

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the Notes Registrar or a co-registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Notes Registrar shall register the transfer as requested or make the exchange if the its requirements of this Indenture for such transactions are met. Every Note ; PROVIDED, that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the RegistrarNotes Registrar or co-registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Notes Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar Company shall not be required (i) to issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 1105 hereof and ending at the close of business on the day of selection, or (ii) to register a transfer (a) the transfer, or exchange, of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (a) Notwithstanding any provision to the contrary herein, or (c) of any Note between so long as a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shallremains Outstanding and is held by or on behalf of the Depositary, by acceptance transfers of such a Global Note, agree in whole or in part, or of any security entitlement therein, shall only be made in accordance with Section 303(e) and this Section 311(a); PROVIDED, HOWEVER, that transfers of the beneficial interests in such security entitlements with respect to a Global Note may be effected only created in the form of, or transferred to other entitlement holders who take delivery thereof in the form of a security entitlement in the same Global Note in accordance with the transfer restrictions set forth in the Restricted Securities Legend. (i) Except for transfers or exchanges made in accordance with clauses (ii) through (iv) of this Section 311(a), transfers of a book entry system maintained by the Holder 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. (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.ii) U.S.

Transfer and Exchange. Subject to Sections 2.02(b)Section 2.15, 2.16 and 2.17when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested if the requirements of this Indenture are met. Every provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney, duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No Any exchange or transfer shall be without any service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Noteholder, except that the Company may require from payment by the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.9, 3.06, 4.08 3.6 or 8.05 (in which events the Issuer 8.5 hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transferExcept as expressly provided herein, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested if the requirements of this Indenture are met. Every provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Company may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.02, 2.10, 3.06, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.172.17 hereof, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request's request in accordance with Section 2.03 hereof. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Company may require from the Holder payment of a -29- sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.15 or 8.05 hereof (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such a Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state securities laws or foreign Canadian provincial securities lawlaws. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, U.S. federal or state securities laws or foreign Canadian provincial securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes (a) Where Securities are presented to the Registrar or a co-registrar with a request from such Holder to register a the transfer thereof or to exchange them for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer as requested or make the exchange if the its requirements of this Indenture for such transactions are met. Every Note ; provided, that any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder Securityholder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such Securities at the Registrar's request. (b) The Company shall not be required (i) to issue, to register the transfer of or to exchange Securities during a period beginning at the opening of business on a Business Day 15 days before the day of any selection of Securities for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to register the transfer or exchange at of a Security between the Registrar’s request. Record Date and the next succeeding Interest Payment Date. (c) No service charge shall be made to the Holder for any registration of a transfer or exchange. The Registrar exchange (except as otherwise expressly permitted herein), but the Company may require from payment by the Holder payment Securityholder of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.10, 3.06, 4.08 3.06 or 8.05 9.05 hereof). (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (ad) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.09, 4.21 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when The Notes are presented issuable only in ---------------------- registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request from such Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to register the registration of any transfer by a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsHolder as provided herein, the Registrar Company, the Trustee and any agent of the Company shall register treat the transfer person in whose name the Note is registered as requested if the requirements of this Indenture are met. Every owner thereof for all purposes whether or not the Note presented or surrendered for registration of transfer or exchange shall be duly endorsed overdue, and none of the Company, the Trustee or any such agent shall be accompanied affected by a written instrument of transfer in form satisfactory notice to the Issuer and the Registrarcontrary. Furthermore, duly executed by the any Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each When Notes are presented to the Registrar or a Co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of a Note agrees to indemnify the Issuer Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee against shall authenticate Notes at the Registrar's request. No service charge shall be made for any liability that registration of transfer or exchange of the Notes, but the Company may result from the transfer, exchange require payment of a sum sufficient to cover any transfer tax or assignment of similar governmental charge payable in connection therewith (other than any such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state transfer taxes or foreign securities law. Neither the Trustee nor the Registrar shall have any duty other similar governmental charge payable upon exchanges pursuant to monitor the Issuer’s compliance with Section 2.11 or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws9.05).

Transfer and Exchange. Subject to Sections 2.02(b)2.14 and 2.15, 2.16 and 2.17when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested if the requirements of this Indenture are met. Every provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Holder for any registration of transfer or exchange. The Registrar Company may require from payment by the Holder payment holder of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer 10.05 hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes (a) Where Securities are presented to the Registrar or a co-registrar with a request from such Holder to register a the transfer thereof or to exchange them for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer as requested or make the exchange if the its requirements of this Indenture for such transactions are met. Every Note ; PROVIDED, that any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder Securityholder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such Securities at the Registrar's request. (b) The Company shall not be required (i) to issue, to register the transfer of or to exchange Securities during a period beginning at the opening of business on a Business Day 15 days before the day of any selection of Securities for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to register the transfer or exchange at of a Security between the Registrar’s request. Record Date and the next succeeding Interest Payment Date. (c) No service charge shall be made to the Holder for any registration of a transfer or exchange. The Registrar exchange (except as otherwise expressly permitted herein), but the Company may require from payment by the Holder payment Securityholder of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.10, 3.06, 4.08 3.06 or 8.05 9.05 hereof). (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (ad) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.14 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, redeemed (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, part or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when (a) Where Notes are presented to the Registrar or a co-registrar with a request from such Holder to register a the transfer thereof or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested or make the exchange if the its requirements of this Indenture for such transactions are met. Every ; provided, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Notes Trustee duly executed by the Holder Noteholder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall issue and execute and the Notes Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, . (b) Neither the Registrar nor the Company shall be required (i) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of any Note selected, called or being called selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, part or (ciii) to register the transfer or exchange of any a Note between a record date the Record Date and the next succeeding Interest Payment Date. Any . (c) No service charge by the Company shall be made for any registration of a transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment by the Noteholder of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.10, 3.06 or 9.05 hereof). (d) Each Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transferExcept as expressly provided herein, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers' compliance with or have any responsibility with respect to the Issuer’s Issuers' compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange and the Guarantors, if any, shall execute Guarantees thereon at the Registrar’s 's or co-Registrar's written request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Company may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.063.03, 4.08 4.14, 4.15 or 8.05 (9.05, in which events event the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemed, and ending at the close of business on the day of such mailing and (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsentry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar with surrender of a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer and in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Global Notes evidencing such transfer and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Registrar may require from exchange (other than pursuant to Section 2.07), but the Holder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that may payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be imposed in relation the valid obligations of the Company, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by (a) the Holder holder of such Global Note (or its agent)) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. . (e) Neither the Trustee Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and ending at the mailing of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent or the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Company designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) Neither the Trustee, Registrar nor any transfer agent shall have any obligation or duty to monitor the Issuer’s monitor, determine or inquire as to compliance with any restrictions on transfer or have any responsibility exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among participants or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer’s terms of, this Indenture, and to examine the same to determine substantial compliance as to form with any Federal, state or foreign securities lawsthe express requirements hereof.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed, (b) of redeemed or any Note selected, called or being called selected for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Dateredemption. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 204 and 2.17205, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11304 or 1107, 3.06, 4.08 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing or electronic delivery, as applicable, of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note or a beneficial interest in the Global Note shall, by acceptance of such Global NoteNote or beneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transferExcept as expressly provided herein, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither neither the Trustee nor the Registrar shall have any duty to monitor the IssuerCompany’s compliance with or have any responsibility with respect to the IssuerCompany’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Company's compliance with or have any responsibility with respect to the Issuer’s Company's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed, (b) of redeemed or any Note selected, called or being called selected for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Dateredemption. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers' compliance with or have any responsibility with respect to the Issuer’s Issuers' compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without Neither the prior consent of the Issuer, Issuer nor the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note presented or ; provided, however, that the Notes surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar exchange (except as otherwise expressly permitted herein), but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than any such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.10, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes9.06). Without the prior written consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for a (i) during the period beginning at the opening of 15 business fifteen (15) days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or and (ciii) beginning at the opening of business on any Note between a record date Record Date and ending on the next succeeding close of business on the related Interest Payment Date. Any Holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book book-entry system maintained by the Depository or other Person that is the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsbook-entry system.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when (a) Where Notes are presented to the Registrar or a co-registrar with a request from such Holder to register a the transfer thereof or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested or make the exchange if the its requirements of this Indenture for such transactions are met. Every ; provided, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder Noteholder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, . (b) Neither the Registrar nor the Company shall be required (i) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of any Note selected, called or being called selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, part or (ciii) to register the transfer or exchange of any a Note between a record date the Record Date and the next succeeding Interest Payment Date. Any . (c) No service charge by the Company shall be made for any registration of a transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment by the Noteholder of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.10, 3.06 or 9.05 hereof). (d) Each Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or exchange such Notes as requested if the requirements of this Supplemental Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee Trustee, upon receipt of an Authentication Order, shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 2.11 or 8.05 Section 3.06 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 fifteen (15) days immediately preceding the mailing or electronic delivery of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b)Section 2.15, 2.16 and 2.17when a Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested and, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested if the requirements of this Indenture are met. Every provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Issuers may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes)hereof. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to register transfers of Notes or to exchange or register a transfer (a) of any Note Notes for a period of 15 days immediately preceding before the mailing of notice of redemption of Notes to be redeemed, (b) . The Trustee shall not be required to exchange or register transfers of any Note selected, Notes called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree agrees that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers' or any Guarantor's compliance with or have any responsibility with respect to the Issuer’s Issuers' or any Guarantor's compliance with any Federal, U.S. Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are When a Note is presented to the Registrar with a request from such Holder to register a the transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsthereof, the Registrar shall register the transfer as requested if the requirements of this Indenture applicable law are met. Every met and, when Notes are presented to the Registrar with a request to exchange them for an equal princi pal amount of Notes of other authorized denominations, the Reg istrar shall make the exchange as requested; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Company may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 Sections 2.09 or 8.05 (in which events the Issuer hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests inter ests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation vio lation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Prior to the Trustee nor due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect be affected by notice to the Issuer’s compliance with contrary. All Notes issued upon any Federal, state transfer or foreign securities lawsexchange pursuant to this Section 2.06 will evidence the same debt and will be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.18 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed, (b) of redeemed or any Note selected, called or being called selected for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Dateredemption. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers' compliance with or have any responsibility with respect to the Issuer’s Issuers' compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuers may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.08, 4.20 or 8.05 (in which events the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, . Neither the Registrar nor the Issuers will be required to register the transfer or (c) exchange of any Note between a record date and the next succeeding Interest Payment DateDate or to register the transfer or exchange of any Note selected for redemption, except for the unredeemed portion. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s Issuers’ compliance with or have any responsibility with respect to the Issuer’s Issuers’ compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuers may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer Issuers shall be responsible for the payment of such taxes). Without the prior consent of the IssuerIssuers, the Registrar or co-Registrar shall not be required to register the transfer of or to exchange or register a transfer (a) of any Note for (i) during a period of 15 days immediately preceding before the mailing of notice of redemption selection of Notes to be redeemedfor redemption, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. (a) Subject to Sections 2.02(b), 2.16 and 2.17Section 2.16, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Note Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or . (cb) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. . (c) Each Holder of a Note agrees to indemnify the Issuer and the Note Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither . (d) Except as expressly provided herein, neither the Note Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note (i) for a period of 15 days immediately preceding the mailing of notice of redemption before a selection of Notes to be redeemedredemeed, (bii) of any Note selected, called or being called selected for redemption except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any loss, cost, expense (including reasonable attorneys fees and expenses), claims or liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Unless expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Parent Guarantor shall execute the Guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject When a Note is presented to Sections 2.02(b)the Registrar with a request to register the transfer thereof, 2.16 and 2.17the Registrar shall register the transfer as requested if the requirements of applicable law are met and, when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register make the transfer exchange as requested if the requirements of this Indenture are met. Every requested; provided that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Issuers and the Registrar, Registrar duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers and exchanges, upon surrender of any Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.03 hereof, the Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge Any exchange or transfer shall be made to without charge, except that the Issuers may require payment by the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of a sum sufficient to cover any transfer taxes tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.09, 3.06, 4.08 3.06 or 8.05 (in which events the Issuer hereof. The Trustee shall not be responsible required to register transfers of Notes or to exchange Notes for the payment a period of such taxes)15 days before selection of any Notes to be redeemed. Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) transfers of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder Depository of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes (a) Where Securities are presented to the Registrar or a co-registrar with a request from such Holder to register a the transfer thereof or to exchange them for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer as requested or make the exchange if the its requirements of this Indenture for such transactions are met. Every Note ; provided, that any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Issuer Registrar and the Registrar, Trustee duly executed by the Holder Securityholder thereof or his attorneys attorney duly authorized in writing. To permit 37 29 registrations of transfers transfer and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such Securities at the Registrar's request. (b) The Company and the Registrar shall not be required (i) to issue, to register the transfer of or to exchange Securities during a period beginning at the opening of business on a Business Day 15 days before the day of any selection of Securities for redemption under Section 3.2 and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to register the transfer or exchange at of a Security between the Registrar’s request. Record Date and the next succeeding Interest Payment Date. (c) No service charge shall be made to the Holder for any registration of a transfer or exchange. The Registrar exchange (except as otherwise expressly permitted herein), but the Company may require from payment by the Holder payment Securityholder of a sum sufficient to cover any transfer taxes tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.10, 3.06, 4.08 3.6 or 8.05 9.5. (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (ad) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when When Notes are presented to the Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall shall, subject to Sections 2.15(b) and 2.16, register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer Company shall issue and execute and the Indenture Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The , but the Company or the Registrar may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.11Sections 2.03, 3.067.06 or 9.08, 4.08 or 8.05 (in which events event the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of business 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemed, and ending at the close of business on the day of such mailing and (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article Nine, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entryentry system. Each Holder All Notes issued upon any registration of a Note agrees to indemnify transfer or exchange of Notes shall be the Issuer valid obligations of the Company, evidencing the same debt, and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect entitled to the Issuer’s compliance with any Federalsame benefits under this Indenture, state as the Notes surrendered upon such registration of transfer or foreign securities lawsexchange.

Transfer and Exchange. Subject to the provisions of Sections 2.02(b), 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder to register a the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the its requirements of this Indenture for such transaction are met. Every Note ; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorneys attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar , but the Issuer may require from the Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.10, 3.06, 4.08 4.12, 4.15 or 8.05 (hereof, in which events event the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange or register a transfer (a) of any Note for (i) during a period beginning at the opening of 15 days immediately preceding before the mailing of a notice of redemption of Notes to be redeemedand ending at the close of business on the day of such mailing, (bii) of any Note selected, called or being called selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (ciii) of any Note between a record date Record Date and the next succeeding Interest Payment Date. Any Holder holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Noteinterest, agree that transfers of the beneficial interests in such Global Note Notes may be effected only through a book entry system maintained by the Holder of such Global Note Depository (or its agent), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

Transfer and Exchange. Subject (a) As provided herein, interests in a Global Note will be exchanged, upon 45 days’ notice by a holder of an interest in such Global Note for Definitive Notes only upon the occurrence of the events set forth in Section 2.01(e). Each Global Note shall be deposited with the Common Depositary, which shall hold such Global Note in safe custody for the account of Euroclear and/or Clearstream and instruct Euroclear or Clearstream or both of them, as the case may be, to Sections 2.02(b), 2.16 and 2.17, when credit the principal amounts of the Notes are presented represented by such Global Note to the Registrar holder’s distribution account with Euroclear or Clearstream. (b) In accordance with the terms of a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsGlobal Note and this Indenture, the Registrar shall register deliver at the transfer cost of the Company, upon not less than 45 days’ notice to the Registrar by Euroclear or Clearstream, the relevant Definitive Notes in exchange for interests in such Global Note. For this purpose, the Registrar is authorized and it shall, upon receipt of an Authentication Order (A) authenticate each such Definitive Note and (B) deliver each such Definitive Note to or to the order of Euroclear or Clearstream, in exchange for interests in such Global Note. The Registrar shall promptly notify the Company upon receipt of a request for issue of Definitive Notes the aggregate principal amount of the relevant Global Note to be exchanged in connection therewith. The Company undertakes to deliver to, or to the order of, the Registrar sufficient numbers of duly executed Definitive Notes to enable the Registrar to comply with its obligations under this Section 2.06(b). Such exchange shall be made free of charge to the holder and the beneficial owners of the relevant Global Note and to the holders of the Definitive Notes issued in exchange as requested if provided above, except that (i) the requirements Registrar may require payment of a sum sufficient to cover any tax or other government charge payable in connection therewith and (ii) a Person receiving Definitive Notes must pick up such Definitive Notes in person at the offices of a Registrar. Notwithstanding the above, interests in a Global Note shall be exchangeable in whole (but not in part) at the cost of the Company for Definitive Notes under the conditions described in Section 2.01(e). (c) Until a Global Note is exchanged in full, the holder of any interest in such Global Note shall in all respects be entitled to the same benefits under this Indenture are metas Definitive Notes authenticated and delivered hereunder. Every Once a Global Note is exchanged in full, it shall be canceled and disposed of by the Trustee in accordance with its customary procedures and a certificate of disposition will be sent to the Company upon the Company’s written consent. (d) The Trustee or the Registrar shall cause all Global Notes and Definitive Notes delivered to it and held by it hereunder to be maintained in safe custody in accordance with this Section 2.06. (e) The Security Register shall be in written form in the English language and shall include a record of the certificate number of each Note that has been issued, and shall show the amount of such Notes, the date of issue, all subsequent transfers and changes in ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the holders of the Notes and any payment instructions with respect thereto (if different from a holder’s registered address). (f) The Registrar shall at all reasonable times during office hours make the Security Register available to the Trustee, any Agent, the Company and the holders of such Notes or any person authorized by the Company in writing for inspection and for taking of copies thereof or extracts therefrom, and at the expense of the Company, the Registrar shall make it available at its office to such persons all lists of holders of such Notes, their addresses, amounts of such holdings and other details as they may request. (g) The Registrar shall handle all requests for the registration of transfer of Notes and receive certificates for the Notes deposited with Agent for transfer or exchange, and in doing so, shall ensure that every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company, the Trustee, the Paying Agent or the Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer (in form satisfactory to the Issuer Company and the Registrar, ) duly executed by the Holder holder thereof or his attorneys by such holder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made . (h) Prior to the Holder for any registration of transfer or exchange. The Registrar may require from the Holder payment of Distribution Compliance Expiration Date, no beneficial interest in a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through transferred to any U.S. person (as defined in Regulation S under the Securities Act) or any Person inside the United States as evidenced by a book entry system maintained certification in the form of Exhibit C hereto received by the Holder of such Global Registrar. Unless determined otherwise by the Company in accordance with applicable law, in the event prior to the Distribution Compliance Expiration Date a Definitive Note (or its agent), and that ownership of is issued in exchange for a beneficial interest in a Global Note, such Global Definitive Note shall bear the Regulation S Legend shown on the form of Note attached hereto as Exhibit A. On and after the Distribution Compliance Expiration Date, no such certification shall be required with respect to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer such transfers and the Trustee against any liability that may result is hereby authorized to remove such Regulation S Legend from the transferapplicable Notes. (i) The Trustee and the Registrar shall be entitled to treat a facsimile communication from a person purporting to be (and who the Trustee or the Registrar believes in good faith to be) the authorized representative of the Company, named in a list furnished to the Trustee and the Registrar upon the execution of the Indenture and supplemented from time to time, as sufficient instructions and authority of the Company for the Trustee and the Registrar to act in accordance with this Section 2.06. (j) Title to the Definitive Notes shall pass by upon recordation of delivery or exchange in the Security Register. However, title to Notes issued in the form of Global Notes held through Euroclear and Clearstream shall be transferable only in accordance with the rules and procedures of Euroclear and Clearstream, as appropriate. (k) Notwithstanding anything herein to the contrary, as to any certificates and/or certifications delivered to the Trustee or assignment Registrar pursuant to this Section 2.06, the Trustee and Registrar’s duties shall be limited to checking whether that any such certifications and certificates are in the form of such Holder’s Note Exhibit C attached hereto and shall confirm to the transferor and the Company only if the certificates and the certifications are not in violation the form of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Exhibit C. Neither the Trustee nor the Registrar shall have be responsible for confirming the truth or accuracy of the representations made in any duty to monitor the Issuer’s compliance with such certifications or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawscertificates.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.11, 4.17 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s 's compliance with or have any responsibility with respect to the Issuer’s 's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable as against the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsCompany, the Registrar shall register Trustee and any Agent only upon the transfer as requested if the requirements surrender of this Indenture are met. Every a Note presented or surrendered for registration of transfer or exchange and in compliance with Appendix A, and shall be duly endorsed or be accompanied by a written instrument of transfer transferable only in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. compliance with applicable securities laws. (b) To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Global Notes evidencing such transfer and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or exchange at the Registrar’s request. . (c) No service charge shall be made to the a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange. The Registrar may require from exchange (other than pursuant to Section 2.07), but the Holder payment of a sum sufficient Holders shall be required to cover pay any transfer taxes tax or other similar governmental charge that may payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be imposed in relation the valid obligations of the Company, evidencing the same debt, and entitled to a the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder holder of any a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. . (e) Neither the Trustee Company nor the Registrar shall have be required (1) to issue, to register the transfer of or to exchange any duty Note during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to monitor Section 3.03 and ending at the Issuer’s compliance with mailing of such notice of redemption, (2) to register the transfer of or have to exchange any responsibility with respect Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent or the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Issuer’s compliance Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Company designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with any Federalthe provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, state certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or foreign securities lawsexchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of the same series of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer or the Trustee may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note of a series for a period of 15 days immediately preceding the mailing of notice of redemption of Notes of such series to be redeemed, (b) redeemed or of any Note of such series selected, called or being called for redemption except the unredeemed portion of any Note of such series being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Transfer and Exchange. Subject to Sections 2.02(b), SECTIONS 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section SECTION 2.11, 3.06, 4.08 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s 's compliance with or have any responsibility with respect to the Issuer’s 's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Issuer may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 4.10, 4.19 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the Registrar The Trustee shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption selection of Notes to be redeemed, (b) of redeemed or any Note selected, called or being called selected for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Dateredemption. Any Holder of any the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each Holder of a Note agrees to indemnify the Issuer Issuer, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Indenture and/or applicable U.S. Federal, Federal or state or foreign securities law. Neither Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s 's compliance with or have any responsibility with respect to the Issuer’s 's compliance with any Federal, Federal or state or foreign securities laws.

Transfer and Exchange. Subject to Sections 2.02(b), 2.16 2.17 and 2.172.18, when Notes are presented to the Registrar with a request from the Holder of such Holder Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are metrequested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder Noteholder for any registration of transfer or exchange. The Registrar Company may require from the Holder Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.112.12, 3.06, 4.08 4.08, 4.12 or 8.05 (in which events the Issuer Company shall be responsible for the payment of such taxes). Without the prior consent of the Issuer, the The Registrar shall not be required to exchange or register a transfer (a) of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed, (b) redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of any a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. Each By its acceptance of any Note bearing the Private Placement Legend, each Holder of a such Note agrees to indemnify acknowledges the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment restrictions on transfer of such Holder’s Note set forth in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither and in the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities lawsPrivate Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.