Common use of Obligations with Respect to Transfers and Exchanges of Notes Clause in Contracts

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof). (iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.6 or 9.5). (iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All certificates, certifications and opinions of counsel required to be submitted to the Registrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, with the original to follow by first class mail or hand delivery.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall 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 or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.02, 2.06, 2.10, 2.12, 3.02, 3.06, 5.06 or 9.05). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall 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 or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer and the Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.13, 3.5, 5.6 or 9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to the first paragraph of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers trans- fers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable pay- able in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable paya- ble upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssu- er, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(h) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof)Sections 3.6 or 9.5. (iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All certificates, certifications and opinions of counsel required to be submitted to the Registrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, with the original to follow by first class mail or hand delivery.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer and the Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.10, 2.12, 3.3, 3.4, 5.5 or 9.4). . For the avoidance of doubt, neither the Trustee, acting in any of its capacities hereunder, nor any of its agents shall have any responsibility for and shall be fully indemnified by such Holder against any such transfer taxes, assessments or similar governmental charges payable upon any exchange or transfer of any Notes. The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d)(i). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.02, 2.06, 2.10, 2.11, 3.06, 5.06 or 9.05). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall 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 or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.10, 2.12, 3.5,3.10, 5.6 or 9.5). (iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, NiSource Finance and the Company shall, subject to the other terms and conditions of this Article II, Parent shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Security Registrar’s or co-registrar’s 's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but NiSource Finance and the Company Parent may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 10.5 hereof1107 of the Indenture). (iii) The Security Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for during a period beginning (1) of 15 days before Business Days immediately preceding the mailing date notice is given of a notice redemption, all in accordance with Section 303 of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment dateIndenture. (iv) Prior to the due presentation for registration of transfer of any Note, NiSource Finance, the CompanyParent, the Trustee, the Paying Agent, Agent or the Security Registrar or any co-registrar may deem and treat the person 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of NiSource Finance, the CompanyParent, the Trustee, the Paying Agent, Agent or the Security Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer and the Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.10, 2.12, 3.5, 5.5 or 9.4). . For the avoidance of doubt, neither the Trustee, acting in any of its capacities hereunder, nor any of its agents shall have any responsibility for and shall be fully indemnified by such Holder against any such transfer taxes, assessments or similar governmental charges payable upon any exchange or transfer of any Notes. The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d)(i). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall will be made to a Holder imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange, but the Company or the Registrar may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.8, 3.10 or 9.5). (iii) The Company shall not be required to transfer or exchange, and the Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, any Note (1) for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer a redemption of Notes to repurchase or redeem Notes the Holders and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment dateselected for redemption. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person 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 (premium, if any, ) and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, Issuer shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s 's or any co-registrar’s 's request, subject to terms and conditions of this Indenture. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, 74 70 assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Sections 3.6, 4.7, 4.9 and Section 10.5 hereof9.5 of this Indenture). (iii) The Registrar or any co-registrar shall not be required to register the transfer ofof or exchange of (a) any certificated Note selected for redemption in whole or in part pursuant to Article III of this Indenture, except the unredeemed portion of any certificated Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon on any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, Issuer shall execute and the Trustee shall will authenticate Global Notes and Definitive Notes and Global Notes at the Registrar’s or co-registrar’s requestupon receipt of an Authentication Order in accordance with Section 2.02 hereof. (ii2) No service charge shall will be made to 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, but the Company Issuer or the Trustee may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charges charge imposed by the jurisdiction in which the Issuer or Guarantor is incorporated or tax resident or in which the office of the Paying Agent through which payments are made is located, in each case, payable upon exchange or transfer pursuant to Section 10.5 Sections 2.12, 3.09, 4.07(c), and 4.10 hereof). (iii3) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing date of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day date of such mailing notice or (2) 15 calendar days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv4) Prior to due presentment for the due presentation for registration of a transfer of any Note, the Company, the Trustee, any Agent and the Paying Agent, the Registrar or any co-registrar Issuer may deem and treat the person Person in whose name a any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Company, the Trustee, any Agent or the Paying Agent, the Registrar or any co-registrar Issuer shall be affected by notice to the contrary. (v5) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (6) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof, shall bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereofPrivate Placement Legend. (vi7) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (8) All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile, .pdf attachment or other electronically transmitted signature. (9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (10) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, Issuer shall execute and upon receipt of an Authentication Order the Trustee (or the Authenticating Agent) shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 10.5 hereofSections 3.06, 4.06, 4.08 and 9.05 of this Indenture). (iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the a Paying Agent, Agent or 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the a Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (viiv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (v) The transferor of any Definitive Note shall 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 Section 6045 of the Internal Revenue Code of 1986, as amended. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person 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 or premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person 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 or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A, in the case of the 2029 Notes, and Exhibit B, in the case of the 2033 Notes) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note of any series delivered in exchange for an interest in a Global Note of such series pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereofparagraph (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.01(d). (vi) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes of such series surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s 's request. (ii) No service charge shall will be made to a Holder imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange, but the Company or the Registrar may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.8, 3.10 or 9.5). (iii) The Company shall not be required to transfer or exchange, and the Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, any Note (1) for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer a redemption of Notes to repurchase or redeem Notes the Holders and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment dateselected for redemption. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person 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 (premium, if any, ) and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Trustee may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.6 or 9.5). (iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All certificates, certifications and opinions of counsel required to be submitted to the Registrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, with the original to follow by first class mail or hand delivery.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in clause (1) of Section 2.1(c) hereof. (vi) 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.05, 3.08, 5.06, or 9.05). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.01(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.8, 2.10, 3.5, 5.5 or 9.4). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.02, 2.06, 2.10, 2.12, 3.02, 3.06, 5.06 or 9.05). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall 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 or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d‎Section 2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.06‎(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof‎Section 2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 9.05 hereof). (iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1A) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2B) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-co registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(d) hereof shall, except as otherwise provided by Section 2.6(c2.06(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c2.01(c) hereof. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof)Sections 3.6 or 9.5. (iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All certificates, certifications and opinions of counsel required to be submitted to the Registrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, with the original to follow by first class mail or hand delivery.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5). (iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof)Sections 3.6 or 9.5. (iii3) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv4) Prior to the 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v5) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof). (vi6) All Notes of each series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes of such series surrendered upon such transfer or exchange. (7) All certificates, certifications and opinions of counsel required to be submitted to the Registrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, with the original to follow by first class mail or hand delivery.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person 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 or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A and Exhibit B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note of any series delivered in exchange for an interest in a Global Note of such series pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.01(d). (vi) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes of such series surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute execute, and the Trustee shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.7, 3.9, 5.8 or 9.5). (iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange ofof (i) any Notes selected for redemption (except in the case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Note Notes for a period beginning (1) 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed. (iv) Prior to the 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 of, premium, if any, on and interest on and Additional 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 be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(e) hereof shall, except as otherwise provided by Section 2.6(c) hereof), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note Private Placement Legend set forth in Section 2.1(c) hereof2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article ARTICLE II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof2.2, 2.6, 2.10, 2.12, 3.5, 3.8, 5.6, 5.7 or 9.4). (iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date Interest Payment Date and ending on such interest payment dateInterest Payment Date or (B) (1) called or selected for redemption, except the unredeemed portion of any Note being redeemed in part or (2) tendered (and not withdrawn) in connection with a Change of Control Offer, Asset Sale Offer or other tender offer. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article II, execute execute, and the Trustee shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.7, 3.9, 5.8 or 9.5). (iii3) The Registrar or co-registrar shall not be required to register the transfer of, or exchange ofof (i) any Notes selected for redemption (except in the case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Note Notes for a period beginning (1) 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed. (iv4) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, 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 of, premium, if any, on and interest on and Special 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 be affected by notice to the contrary. (v5) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(e) hereof shall, except as otherwise provided by Section 2.6(c) hereof), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note Private Placement Legend set forth in Section 2.1(c) hereof2.1(d). (vi6) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (7) The Registrar or any co-registrar may require certain documentation including but not limited to signature guarantees, before effecting any transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, Issuers shall execute and the Trustee shall authenticate shall, upon receipt of an Authentication Order, authenticate, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require from a Holder payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.10, 3.06, 4.14 and 9.04 of this Indenture). (iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (viiv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Issuers to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Issuers, Registrar and the Trustee.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 3.14 and Section 9.05 hereof). (iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-co registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt debt, and shall be entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such transfer or exchange. (vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article ‎Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections ‎2.2, ‎2.6, ‎2.11, ‎2.13, ‎3.5, ‎5.6 or ‎9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d‎Section 2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) ‎‎‎Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article ‎Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections ‎2.2, ‎2.6, ‎2.11, ‎2.13, ‎3.5, ‎5.6 or ‎9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d‎Section 2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) ‎Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers and the Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). . The Issuers (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, shall execute and the Trustee shall authenticate certificated Notes, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer transfer, exchange or exchangeexchange into shares of Common Stock, but the Company Company, the Trustee or the Exchange Agent may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or registration of transfer pursuant to Section 10.5 hereofSections 3.10 and 9.05 of the Indenture). (iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of any Note (1) that has been surrendered for exchange into shares of Common Stock (except to the extent that any portion of such Note is not subject to exchange), (2) that is subject to a Fundamental Change Repurchase Notice validly delivered and not withdrawn, (3) that is subject to a Soft Call following the Close of Business on the second (2nd) Business Day following a Soft Call Notice Date in accordance with Article III of the Indenture, or exchange of, any Note (4) for a period beginning ten (110) 15 days before the mailing of a notice of an offer to repurchase Notes or redeem Notes and ending at the close of business on the day of such mailing or ten (210) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5). (iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer and the Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections ‎2.2, ‎2.6, ‎2.10, ‎2.12, ‎3.3, ‎3.4, ‎5.5 or ‎9.4). . For the avoidance of doubt, neither the Trustee, acting in any of its capacities hereunder, nor any of its agents shall have any responsibility for and shall be fully indemnified by such Holder against any such transfer taxes, assessments or similar governmental charges payable upon any exchange or transfer of any Notes. The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d‎Section 2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) ‎Section 2.1(d)(i). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, shall execute and the Trustee shall authenticate certificated Notes, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer transfer, exchange or exchangeexchange into shares of Common Stock, but the Company Company, the Trustee or the Exchange Agent may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or registration of transfer pursuant to Section 10.5 hereofSections 3.09 and 9.05 of this Indenture). (iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of any Note that has been surrendered for exchange into shares of Common Stock (except to the extent that any portion of such Note is not subject to exchange), that is subject to a Fundamental Change Repurchase Notice validly delivered and not withdrawn, that is subject to a Soft Call following the Close of Business on the second (2nd) Business Day following a Soft Call Notice Date in accordance with Article III of the Indenture, or exchange of, any Note for a period beginning (1) 15 10 days before the mailing of a notice of an offer to repurchase Notes or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 10 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5). (iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof2.1(e). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.05, 3.09, 5.06, 5.09 or 9.05). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.01(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article IITwo, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof9.06). (iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or mailing, (2) 15 days before selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (3) during a Change of Control Offer, an interest payment date Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and ending on such interest payment datenot withdrawn. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.01(e) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.06(c), bear the applicable legend regarding transfer restrictions applicable to the Definitive Global Note set forth in Section 2.1(c) hereof2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article II, execute execute, and the Trustee shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request. (ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 3.7, 3.9, 5.8 or 9.5). (iii3) The Registrar or co-registrar shall not be required to register the transfer of, or exchange ofof (i) any Notes selected for redemption (except in the case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Note Notes for a period beginning (1) 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed. (iv4) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, 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 of, premium, if any, on and interest on and Special 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 be affected by notice to the contrary. (v5) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(e) hereof shall, except as otherwise provided by Section 2.6(c) hereof), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note Private Placement Legend set forth in Section 2.1(c) hereof2.1(d). (vi6) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (7) The Registrar or any co-registrar may require certain documentation including but not limited to signature guarantees, before effecting any transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers and the Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.11, 2.13, 3.5, 5.6 or 9.5). . The Issuers (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or 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 of, premium, if any, and (subject to the first paragraph of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments | or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.10, 2.12, 3.5, 3.9, 5.8 or 9.5). (iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) of 15 days before the mailing of a giving any notice of an offer to repurchase or redeem redemption of Notes and ending at the close of business on the day of such mailing or (2) beginning 15 days before an interest payment date and ending on such interest payment datedate or (B) selected for redemption, except the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, any Guarantor, the Trustee, the Paying Agent, Agent or 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 and (subject to paragraph 2 of and premium, if any, and the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, any Guarantor, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(f) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereofRestricted Notes Legend. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer or the Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or 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 principal, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) . Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d2.1(h) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s co‑registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof3.6 or 9.5). (iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar co‑registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All certificates, certifications and opinions of counsel required to be submitted to the Registrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, with the original to follow by first class mail or hand delivery.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article ARTICLE II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereofSECTIONS 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). . The Issuer (iiiand the Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any First Lien Note (A) for a period beginning (1) 15 calendar days before the mailing sending of a notice of an offer to repurchase or redeem such First Lien Notes and ending at the close of business on the day of such mailing sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date. date or (ivB) called for redemption, except the unredeemed portion of any such First Lien Note being redeemed in part. Prior to the due presentation for registration of transfer of any First Lien Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a First Lien Note is registered as the absolute owner of such First Lien Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the reverse side of the form of First Lien Notes attached hereto as Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable) interest on such First Lien Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such First Lien Note, whether or not such First Lien Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in . All First Lien Notes of a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof. (vi) All Notes series issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the First Lien Notes of such series surrendered upon such transfer or exchange.

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate the Global Note and Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 10.5 hereof3.6). (iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, 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 premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) Any Definitive Note delivered in exchange for an interest in a the Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All certificates, certifications and opinions of counsel required to be submitted to the Registrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, with the original to follow by first class mail or hand delivery.